The Amazing SpiderZeppo
by Dr Gonzo
Summary: Xander Harris balances life as a Scooby with life as a web-slinging super hero. However, when you have heavy hitters like The Green Goblin, Doctor Octopus and others gunning for you. Being Buffy's backup takes on a whole new meaning of danger.
1. A not so amazing fantasy

****

Title: The Amazing Spider-Xander

Author: B.H. Ramsay

Email **drgonzo124yahoo.com**

****

Disclaimer: Characters appearing here belong to either Marvel Comics OR Mutant Enemy

Rating : PG

Pairings(s) X/C, B/A, W/O

Spoilers: S2, S3, more later on

Summary: Xander 's struggles to maintain life as a Scooby and his secret life as a web-spinning superhero

Dedication: To Wesley who did the best version of this kind of Xander-tale, the Shrine of Heroes, everyone at Xanderzone, Crossover Connection & Buffy Crossovers

The girl looked young and afraid which is why the two thugs started following her. She ran fast which is why the chase ended in the cemetery. The two varsity jacketed scholars cornered the girl and closed in for the final charge. They did not notice her retro hairstyle or her heavy clothes and the fact that the graveyard was the complete opposite direction she had been going when they started chasing her never dawned on them..

They definitely did not notice the figure in the body suit descending on a thread behind them.

They did notice when webbing ensnared their legs and feet pulling them into the air. The two struggled uselessly as webbing restrained their hands and feet. The figure dropped into the light, dressed in a blue and black costume. His mask concealed his head and sported a stylized design almost like the spider figure on his chest and back. The final touch was a half cape that hung from the back of the costume at the shoulders. To the casual observers it would have looked like a webbed cape. The two boys hanging upside down where decidedly not casual.

"What the hell is this we didn't do nothing." The thugs whined

"It's, we didn't do anything, Just because you're thugs doesn't mean you have to use bad grammar " their masked captor quipped.

The girl stepped around the hanging boys and hugged the costumed figure that had rescued her. "Thank you sir I don't know what I was going to do."

"I'm sure you would have coped." The masked man replied coolly

"You can go get the police and I'll wait here till you get back." She said looking at the two as though they would burst from their bonds at any moment.

"Yeah well I am definitely a big fan of the police taking care of these two how's about I keep them from being eaten first."

"What are you talking about" the girl asked backing away from the masked man.

"Well even if the eighties hair was not the biggest give away. You're wearing a thick sweater, you've run six or seven blocks but you don't look tired, nor are you even sweating, and it ain't the coolest of nights. So either you're a champion runner with no sweat glands or…"

The vampire girl snarled as her face morphed. "What do you care if I take out a few muggers."

" If you were only eating muggers I'd say more power to you but you have also been snacking on the dupes who fell for the little lost lamb routine." Despite his casual tone, he held his body poised tensely.

The girl charged him and the masked man the man leapt into the air. She turned and grabbed for him. He bounded away, landing crouching on the ground. The vampire rushed him again and he dodged backward avoiding her blows with inhuman ease.

"Gee Chuck, the date started out fine but she seemed to become a different person when I interrupted her dinner." He said sarcastically. He vaulted backward over a pointed fence. The girl leapt into the air. The man shot more webbing at her that dragged her downwards. He impaled her on the points of the fence and watched as her body exploded into dust and drifted away on the breeze.

"What was that?" One of the boys asked nervously

"That was a vampire, a female one. Apparently, she seems to like eating muggers. Care to guess why?"

" We were just playing around."

"Yeah I'll bet. And the fact you exactly match the description given by a UC Sunnydale student that was attacked just last evening, pure coincidence, right?"

"Hey we know our rights we don't have to confess to anything.

"Sure." He said. "That webbing holding you dissolves in an hour. I am sure on a night like this there won't be more then three or four more of those things. Why don't you hang out here and scream about how innocent you are? I know they have great hearing. Won't take them long to find you." The man started to walk away.

"You can't leave us like this."

"Yes I can, but listen I have a friend. She is good at killing those things but seeing as she knew the girl you mugged, you might want to hope she's feeling charitable." He waved at them, then walked off into the shadows.

The two street punks considered screaming then looked at the spot where seconds before a woman had turned into a monster that had every intention of killing them. Then they collectively decided to stay quiet and wait for rescue and hope the person was in a forgiving mood.

The man climbed up a nearby tree and watched the two swinging from a branch. He gave a soft chuckle and grabbed a knapsack from the niche of the tree. Reaching in he retrieved a cell-phone and dialed a local number. While he waited for an answer, he pulled off the mask revealing the face of Alexander Harris, Xander to his friends.

"Hello, Rupert Giles." Came the crisp English accent over the telephone. Xander smiled and shifted the cell-phone to his shoulder and pulled clothes from the sack, which he put on.

"G-man, it's Xander, listen I was working late. Are the guys out on patrol."

"Yes Buffy and Willow were wondering were you are."

"On my way to your place as it happens. But listen, I saw a few people heading to the Fairview Rest Gardens."

"Did they look suspicious"

"No, they were the regular bunch of two guys running after a girl."

"Don't do anything on your own I'll call Buffy, let her take care of it."

"You're The Watcher I'm just the sidekick. I'll wait till they show up…if I can." Hanging up, Xander smiled as he thought of the girls rushing over here, only to find him watching over the two muggers.

He realized he was standing on a grave and hopped away. Looking down he saw that the grave belonged to **_Joyce Summers: Beloved Wife and Mother._**

"Hey Joyce, long time, no see. I guess I have been a little busy lately." Xander glanced at the bundle of mugger hanging from the tree. "I guess we have some time before Buffy gets here. As you heard, I still have not told Buffy my little secret." He shoved the mask and gloves that were part of his costume into the knapsack. This allowed Joyce to give him a piece of her mind …even if it was only what he imagined she would say. "Well Joyce, that's nice of you to say but I think I know Buffy pretty well and if she found out about this …well lets just say that I like things as they are." Joyce would not have understood his keeping secrets from his friends. "Ok if that's what you think," Xander paused for a moment. "Its like I told Buffy the day this started…"

"Bad things happen to good Xanders." The dark haired youth whined as he picked himself from the floor where a demon had thrown him.

"Xander…less talky, more choppy. The blonde slayer snapped as she swirled a sword in a figure eight pattern through the air keeping two beasts at bay.

It was another cave and another dark ceremony. It had begun with the traditional kidnapping of young girls in the area. Buffy, being The Slayer had detected the pattern of demon ceremony requiring virgin sacrifice. Xander had made the comment that he would have been glad to insure their safety by relieving them of the burden of their virginity.

The leader cringed from the attacking Slayer and the Scoobies. He was a pimply-faced teen who had been hoping the power he was summoning would make him both virile and immortal. He ran to the alter and in a moment of honesty realized that if virgin blood was needed for sacrifice anyone's, his own included, might do. Slitting his hands he grabbed a torch and tried to call dark powers. "Demon Lord Arachnis, I give thee virgin blood to prove my worth. Grant me a boon and allow me to prove myself to one of thy daughters as a consort."

Buffy jumped him at that point and knocked the torch from his grasp. The air twisted and a giant spider looking thing came forth. It looked like a tarantula with a deformed woman grafted on top.

Xander stopped and looked at the beast and whistled. "Well I'd say that Walt is officially a leg man.

The spider-demon screamed a challenge and Buffy leapt on top of her and began hitting her. the demon threw the slayer away and began chasing down the Scoobies. Xander picked up the fallen torch and began waving it at the she-beast. She screamed and clawed at him. "Anytime you are ready to get with the heroics Buff." Xander called as the thing forced him back.

Walter cried out." No danm it, not the torch. That's mine." Walter rushed toward them but Buffy smacked him in the face and drove him to the ground.

The spider-demon rushed Xander and knocked him backwards. She grabbed him and triumphantly hauled him closer. Xander reached out to keep the thing off him and got his arm between himself and the spider-demons jaws. Her teeth clamped down and Xander screamed out high and loud.

She released his arm. Just as Buffy came up from the floor and seeing Xander in the things grasp went after it. She belted it hard and beat it back. The demon released Xander to sprawl on the floor. Buffy picked up a sword and slashed at the creature and when it reared up, drove the point of the blade deep into the things underbelly. It cried out as it fell to the ground.

Unnoticed by all, Xander stumbled and sagged against the cave wall wondering what had hit him.

Walter screeched; the torch lay broken and useless on the ground, he had lost.

Buffy scolded him "Walter, Walter, Walter, is being Sunnydale High's AV God not enough. "

"I just wanted a little respect. And maybe a date to a Halloween party." Walter whined

"Walter you kidnapped virgins intending to sacrifice them for a Dark ceremony, what do you honestly think your chances of finding a date are now. "

Walter confronted with the enormity of his mistake fall against the wall. Buffy was already rehearsing the tale that she would tell the police, already on their way.

She turned to watch the rest of her friends. They were hustling the rest of the girls out of the cavern. Walters' cohorts had long ago fled. She would deal with them in the days that followed. Her eyes fell on Xander; he was still leaning against a wall.

"Xan, get the lead out. No resting on the job."

"Sorry, she-bitch got a piece, I needed a second."

"Are you ok?" she asked

Xander looked at his friend. If he told her the spider demon had bitten him, HE could kiss the Slayage goodbye. He knew she was looking for a reason to cut him out of the dangerous stuff. Why give her a reason. "I'm cool, Buffy." He helped the girl next to him out of the cavern.

Buffy nodded, she thought not for the first time that she should really restrict his help. Xander had a lot of heart, but heart alone was not enough of a reason to allow him to risk his very mortal life. Willow and Giles at least had the research thing down pat and Angel when he was available was a solid back up but Xander. Well she would deal with it in the morning.

Xander helped the last of the girls out of the cave and when opportunity knocked, he took off for home. He was not sure what had struck him in that cavern but it has taken a lot out of him. He was shuddering and feeling cold. The night was full of odd sounds and his vision was blurry, he figured a nights sleep would make him feel better. When he got home, he collapsed.

Xander awoke feeling like a million bucks. He felt better then that even. He bounded out of bed and dressed for school. He beat his old man out the door, In a headlong run. The birds were singing, the kids were laughing, the cars were moving slow, the…. Wait…what was that…? Xander slowed to a jog and a car that had been barreling down the street passed him. The driver was doing better then thirty miles an hour and Xander had dashed past him without breaking a sweat.

"Gotta be the shoes." He thought and darted toward an alleyway that fronted the school. He approached the fence intending to vault it as he had done a thousand mornings before. He gathered his strength and sprang. His leap carried him fifteen feet and over the fence. He screamed as his leap reached its apex and he came down in a crouch in the middle of the street on the next block. Standing up he looked back the way he had come, "That is impossible. Nobody can jump that far." That he had just done so was not lost on him. Then he felt a flaring in his head a weird buzzing and tingling that made him turn his head.

Coming toward him was the car he had been out-running its driver was chatting on a cell phone and not looking where he was going even thought he was still speeding. Xander jumped out of the way and car whizzed passed.

"Slow down you moron." He cried out as he hugged the wall he had leapt to. Then it dawned on him. He had jumped into the air and was now clinging to a wall. He looked at his hands, splayed across the brickwork. His fingertips clinging to the surface. Then he looked down he was about thirty feet off the ground. He shut his eyes, "this is a dream this is a very intense and hellmouthy dream, in a second I will wake up and not be clinging to a wall." He allowed himself to fall backwards but instead of the dream ending, he felt air rushing past him. He screamed and thrust his hands out, his fist clenched. He barely registered a tingling sensation along his arms and then the falling stopped. He opened his eyes again. He was hanging a few feet off the ground suspended by a thin tread that stretched from his hands up the side of the building and over top of the roof.

Fearfully he reached up and grabbed the thread in both hands and he slowly began climbing it hand over hand. He had hated the robe in gym and fallen from it many times but here it was. He was climbing the thread as easily as he could walk. Reaching the top, he vaulted over the retaining wall and onto the roof of the building.

"Ok this is just impossible, how could this be happening."

"The Spider-demon, dummy." a voice called out.

"Excuse me?"

The person in front of him was dressed in casual clothes topped with a fedora hat. "The demon, the one that goober Walter called up using his ceremony, Buffy killed it."

"She bit me." Xander recalled the pain as he fingered the healed wound on his arm where the thing had bitten him. " Who are you?" He asked the newcomer

"Whistler, Angel knows me. I look after things try and keep things on an even keel, I try to keep things in balance."

"Well news flash, I just crawled up the side of a wall that's pretty out of balance for me."

"Not anymore it ain't, Arachnis's kid chose you so you get all the powers of his earthly totem animal which as you have figured out is a spider."

"OK, how would I get rid of this, I don't want to be some demon's bitch."

"The bitch of a bitch, you are funny. Anyway since Buffy killed her that won't be a problem."

"But, and I sense a really big one."

"You have demon juice in you now. The essence of the beast; it grants you her powers, normally since Arachnis never signed off on the wedding, you would be toast and your soul would be ripped apart but The Powers That Be are letting you keep the goodie-gift bag of powers that come with.."

"I'll go to Buffy and Giles, they will help me."

"Yeah you could do that, but why would you?"

"My powers are from a demon. Kind of puts me on Buffy's radar."

"Well if you feel like telling her, go ahead. In theory, her responsibility at that point would be to take the powers away from you. Your little slayer has kind of a scorched earth policy. At least when her emotional attachment isn't a problem."

"Well I can't very well go running around with the proportionate strength and abilities of a spider. Someone is bound to notice Xander Harris wall crawling and web spinning."

"Hello." The demon called knocking on Xander's skull. "Anybody up there? They have these cool gizmos called masks. Used properly they conceal ones idenity. " Whistler sighed exasperatedly " Look, the Powers are giving you a shot at being all you can be, consider it a Champion tryout. You get a few powers and the PTB's watch what you do with them. If you want to be the big hero-boy, go right ahead. OR you could run wild and be The next Big Baddie , your choice."

"I'm not amazingly inspired."

"Welcome to the wonderful world of being a champion

"I never wanted to be a champion"

Whistler snorted. "You've been wanting an upgrade since you ran into Little Miss Stakes a lot."

The youth blushed on the rare occasions when he did pray, it tended to be begging for powers so he could help (read impress) Buffy. "Like I said kid, your choice, use them, don't use them, do good, do evil. Just remember, with power; comes responsibility."

"Alright already, I'll be a good boy"

"There you go, now if you will excuse me I have to see a man about a horse race."

"Will I ever see you again."

"If you are very lucky no, if not well we will see. In the meantime, can I make a suggestion; Party Town has a wonderful selection of items and establishing good relations with the owner now could pay off in the future."

"Party Town, aren't they that hoity-toity costume shop."

"The same." And with that, Whistler was gone.

It was lunch period and Xander was trying to figure out what to do. He had avoided Buffy and Willow most of the morning but they would be in his class next period. For all he knew Buffy had some kind of demon radar that would go off the second he got anywhere near her. Willis would want to study him; Giles would want to exorcise him.

Why does this kind of stuff happen to me He thought. His new senses allowed him to know what was going on all over the room. The Conversations, the tossed food, the shoved body, He straightened. There was Larry, the hulking jock was terrorizing a kid. Andrew was his name. He was about to ignore it like normal when his inner-Xander started poking him. With great Power, comes great responsibility He thought. Of course, no one told me that I had to get my ass beat by the school man-mountain.

As he was debating getting up, someone launched a milk carton in his direction. His new awareness flared, he was beginning to find names for things and this he labeled Spider-sense (patent pending) he reacted without thinking flicking the tray from his lunch upward it intercepted the carton and sent it looping higher. The milk filled projectile arced high over the tables and landed with pinpoint accuracy on Larry's head. The jock looked around wildly and caught sight of Xander standing with tray in hand. Xander looked at Larry and then the tray in his hand and felt the hulking behemoth making the two plus two connection.

Xander got up from the table and made for the exit to the cafeteria. Larry was not the king of the defensive line cause he moved slowly. He moved to block Xander. The other students could sense an ass beating was in the making, stopped eating and started gawking.

"Think you're really funny Harris, Maybe it's time someone shut that fat funny mouth of yours"

"Funny me oh no Larry old buddy, not a funny bone in my body and speaking of bones could we not break any of them."

"Too late pusbag, you and geek girl (his pet name for Willow) been acting all high and mighty lately."

"That was wrong of me I see that now, could we forgo the beating."

Larry swung, Xander watched as the fist reached out curving through the air. In that moment, he knew where that fist would land and felt his body twitch away from that space. God he thought there was another fist swirling through the air, he stepped out of its way. Then out of the path of the right that was coming again at him.

Onlookers were amazed at Harris' reflexes Larry tossed punch after punch Xander just evaded them as though he were smoke. Larry's fist was homing in on him and Xander reached out intending just to stop his wild flaying and get him to calm down. As he grabbed the hand, he twisted it aside so that he could look at Larry in the eye. However, Larry wasn't looking at him. he was looking at his hand. His hand that was turning many interesting colours as Xander was twisting it at the wrist.

Xander was as amazed as Larry was. He released the boy's hand "I am so sorry Larry." Xander broke into a run, moving fast. It was not until he ran into the library that he realized where he had been going.

He burst though the door. "G-man, I'm in trouble."

"How many times have I told you…"

"I kind of went postal on a school bully and."

The doors to the library burst open and Snyder came barreling though them. "So he's here why am I not surprised too find a disruptive student with you Giles."

"It wasn't my fault." Xander whined

Snyder was not in a good mood. "Tell it to the counselor preparing your suspension."

"Why would you suspend him." Giles asked innocently

"He almost twisted a kid's arm off at the socket."

"This would be the same Larry Francis that has been mentioned several times as bullying certain students. "

"This would be the same Larry Francis that is the backbone of the Defensive line on the football team."

"All the more reason that the Harris boy should serve a few days detention to cool him off. Anything more severe and all the people Larry has bullied, might decide to come forward and formally file a complaint with the school district."

Synder looked at Giles and blinked "you wouldn't dare crumpet-boy."

"Haven't you read your history, we crumpet-boys can be a tricky lot."

"You had better hope I've forgotten this by the time the schools library budget is up for review." Snyder stalked out of the library. Xander heaved a sigh of relief.

"Thanks Giles."

"How did you manage to take out a boy that outweighs you by 15 pounds at least."

"Got lucky," he said evasively "I guess some of those lessons you been giving Buffy have filtered into my Xander-like brain. "

"Well file this lesson along with them, control, since you have obviously have absorbed some of the techniques I've tried to teach Buffy, you can absorb the most important of them. What you know gives you power and with…"

"Great Power there must come great responsibility." Xander echoed "Man oh man Giles, I love a good platitude as much as the next guy but please."

"You might have hurt that boy or yourself trying something I taught Buffy, she is The Slayer and is stronger and faster then you are."

"I wonder if that's still true." Xander mumbled

"What was that?" Giles asked him

"Nothing G-man how's about I work off my karma by studying. I have an assignment on Spiders coming up. I thought I would put in some book time."

"Zoology is in the corner try not to fight anymore. And if you have to fight, please don't get caught."

Xander headed in to the stacks and found a big book with pictures. Spiders came in many varieties. He checked off all the abilities he seemed to have and might also have. Fast, strong, agile, spins super strong webs can stick to any surface. He was getting in the reading when noises distracted him. He emerged from the bookshelves to see Buffy and Willow hands on hips looking at him.

"Xander what's the big idea starting a fight in the cafeteria." Buffy screeched

"How was he to know what was going to happen." Willow said defensively

"What now, is Larry waiting for me after school "

"Worse Snyder just dumped escort duties on us we are babysitting kids this evening when they go trick or treating. "

"Xander Luck, always bad."


	2. 2

That afternoon the gang promised to meet at Ethan's Costume Shop. It was brand new So they thought the prices would be more reasonable then at the more exclusive Party Town. Xander had another reason he wanted to meet later; he wanted to test a few of his powers in the rooftops. So he assigned himself a little mission tail Cordy Chase without her knowing he was there. He jumped from roof to roof following her car as it streaked through the downtown core. She had bunch of cordettes in the car with her and they chatted excitedly among themselves never noticing Xander several stories above them.

Finally convinced of his speed and agility, Xander dropped down in an alleyway across from Party Town and headed toward the door when he felt a tingling sensation. He leapt clear of the doorway as two thieves rushed out carrying guns. They dashed across the street toward the alleyway he had just come from. He went after them. They had to be stopped before they hurt anyone.

He moved faster then he ever had before, He swept up a wall but it was too far to jump across the street. He stretched out his arm and the web thing on the back of his hand shot out a web-line across the street. He swung after them. Halfway through the swing Xander Harris vowed that he would find a way to do this at least once a day because web-swinging was the single coolest thing in the world. He waited until he was over the thugs and then dropped from a great height landing on one, his weight crashed the man to the ground. His partner swung around bringing the shot gun in his hand to bare. Xander moved instinctively, snatching the gun from him and swinging it around to hit him across the face with it. The thief flipped through the air landing on the ground groaning. "Oops didn't mean to hit you quite that hard."

He used his webbing to tie up the thugs. The book he had read had hinted that webbing broke down on its own after a time. He hoped his was the same way.

He grabbed the bag they had been carrying and took it across the street. Two uniform caps were standing outside the store with a stressed out looking owner. The Cordettes, Cordillia among them, were also standing around. Apparently, the closing of the shop for the police investigation was preventing them from buying their Halloween finery. Xander held up the bag. The police were skeptical at first but the fact the bad guys where just on the next block convinced them to drop the whole thing and just arresting the thieves.

"So did you see what happened, Mr. Harris."

"I was taking a short cut. I heard these guys crying out and when I came around the corner there was this guy in a dark costume. He tosses me the bag and tells me that it belongs to the shop across the street.

"And you never got a good look at him"

"He was moving way too fast and I was kind of freaked at see the guys all tied up like that."

"Well thanks for retrieving the evidence." The officer turned the owner of Party Town. "If you can give the security tape Sir, we will make sure the guys who did this get what's coming to them."

After the cops departed. The girls fanned out all over he store with Cordillia eyeing some leopard skin bodysuit looking thing

"Thanks for bringing back my bag kid, consider Party Town on the house for you tonight. "

Xander looked at Cordy "Ah thanks sir But I didn't do it for the reward.

"But there must be something I can do to pay you back "

Xander watched as Cordy walked out of earshot. "Look I appreciate the gesture but if I walk out of here with anything from this store you can bet those girls won't spend half what they would otherwise, I'm not the most popular guy in my school. "

"Ah if the loser is shopping at the same store as the cool kids blah, blah, blah"

"That's about the size of it "

"Well here then, you can do me another favour. I have some stock mistakenly delivered here instead of the new guy. Why don't you take it over there for me I'll give you fifty bucks for the job."

"How do you know that I'm going to do it"

"You just returned a bag of money tossed at your feet, I'm thinking you have more integrity then to weasel out on me."

Xander grinned and grabbed the package off the counter and left.

Cordy was still looking after him when he turned the corner and disappeared.

"This isn't for me," said the man called Ethan

"But the guy"

"He was clearly mistaken. See the marking on the tag there. It shows that this was overstock he had too many of these and let it go, normally he would clearance price it. Maybe he likes you "

"Maybe "

"Can I get back to my paying customers." The English man asked pointedly.

"Yeah sure," Xander said and let him go. The Girls had shown up shortly after he did. Buffy had immediately fallen in love with an elaborate gown. Xander suspected that the outfit was for Angel's benefit. Its look would be similar to what women had worn two hundred years ago when Angel had been human.

Buffy was trying to talk Willow into wearing a hot little number with a short skirt. Willow was reluctant wanting to go with her somewhat traditional ghost costume.

"Willow, the point of Halloween is its come as you aren't it is a chance for a girl to get all wild and crazy with no repercussions. "

"But it's, so not me "

"That's the point Hun, even Xander is getting into the spirit of the thing. What have you got?"

Xander panicked and snatched up a set of army fatigues. "Solider-Boy, you know, be all that you can be."

"Neat." Buffy smiled "See Xander totally understands the come as you aren't part of Halloween."

"Won't it be cold I should wear something, more…you know, more."

"Nah, it will be fine."

"It will?"

"Well yeah, and if not you could put a body stocking on underneath like Xander's doing. That's what that other thing it right."

Xander nodded. I'll just go to the front an pay for these I'll see you guys outside."

The girls finished the shopping and departed only Xander noticed that Willow slipped Ethan a few bucks and departed with the Ghost costume tucked away where Buffy couldn't see it.

That night everything went according to plan for everyone. The kids met Buffy, Willow and Xander on time. They started escorting them around town. Spike and Dru had been planning a quiet night but when Dru had a vision of chaos running rampant, Spike changed his plans.

In the back room of his costume shop, Ethan Rayne uttered choice entreaties to Janus to unleash a torrent of magic across the town in a second; everyone who had bought costumes from Ethan changed.

Willow quickly realized she was now no more then a real spirit, which meant that Buffy, was an actual noblewoman. From the fearful screaming she was cutting loose with this was obviously one of those shy retiring helpless types you saw in the old movies.

She looked at Xander in his costume, looking around bewildered at the goings on. "Listen to me you aren't a real soldier." She said desperately

"Of course I'm not a real…" Willow was a ghost. Buffy was a Noblewoman if he did not act possessed by his costume Willow would know there was something different about him. " Don't know what you are talking about Ma'am but there are enemies in the area and they need to be dealt with."

Willows face fell, but she decided to use him to get Buffy moving. He helped get Buffy back to the Summers house. They ran into Angel on the way and he helped a lot. When they arrived at Buffy's place Willow left to find Giles. Xander was looking for a moment when he could stop pretending to be a soldier and actually do something when they were attacked.

Demons rounded up by Spike and Drusillia were looking for the Slayer with murder on their minds. Angel vamped out to try to defeat them. The simpering noblewoman that used to be Buffy saw the monstrous looking man who had been defending the home and ran screaming into the night.

Xander chased after her vaulting over fences and cars. A pirate that looked very much like Larry confronted him. The pirate growled and lashed out at him with a lethal looking sword. He leapt aside then looked at the big gash in the army fatigues. "Oh well, not much of a joiner anyway." He kicked Larry upward then used his webbing to restrain Larry leaving him hanging from a lamppost.

"Wow Larry twice in one day. Your luck is almost as bad as mine." Then he tossed the rest of the army-boy costume. The outfit the Party Town guy had passed him had come with a mask he pulled it on and looked at his reflection in a nearby mirror. "Wow, I look like I should be riding a Pride Parade float." Then he looked at his well-defined muscles. Sometime in the last 24 hours he had developed pecs and abs "Actually that's not a bad plan."

Taking to the skies over Sunnydale, he web-swung from building to building looking for Buffy and stopping any attacking demons when he could. Finally arriving at a warehouse, he saw Buffy. Cordillia and Angel beset by Spike, Dru, and their hastily assembled army. Crashing through the skylight, he landed in the middle of the room. Guided by his new reflexes and senses he took on every demon in the room tying up some, sending others crashing into doors and walls and just plain outclassing the rest.

"Who the hell are you." Spike swore.

"Scary Spider-man wants to cause trouble." Drusillia whined "Wants to ruin our fun."

"I always saw myself as a friendly neighborhood type." Spider-man punched Spike and sent him smashing him into several crates. Hope that didn't hurt too much Neighbor."

Spike leapt to his feet and charged the wall-crawler. They traded blows, Spike realized that Spidey was playing with him. He was effortlessly avoiding the vampire's punches before catching Spike's fist and twirling him in the air before slamming him into the ground.

His spider-sense flared and he looked around to see Drusillia holding Cordillia. Her fingers poised to rip Cordy's pretty throat open. "Nasty Spider-man should leave my Spiky alone or Pretty Kitty will be crying."

Spider-man picked Spike up and hurled him one-handed toward Dru and Cordy. Cordillia's cheerleading reflexes kicked in like Xander had hoped and she dropped to the ground. The body of Spike crashed into Dru sending them both sprawling to the ground. "Bowling for Dimwits, my favorite." Spider-man snidely remarked.

"You saved me" Cordillia gushed, then hit him "you saved me by throwing some guy at my head."

She looked around. "Where is Xander, Xander must still be out there."

"Kid in the fatigues, thought he was GI-Joe? I left him guarding a bunch of kids by the library. When all of this is over he'll probably wander home on his own."

Across town, Giles sniffed out the location of Ethan. He "persuaded" the chaos mage to surrender the means to lift the spell. Giles smashed a bust of the two-faced god Janus and the magic powering the spell vanished. A wave of magic swept over the town.

Buffy suddenly restored to her normal Slaying self chased off Spike and Dru. Spike and Drusillia fled the warehouse. Spike was cursing angered that he had missed his shot at killing the Slayer because of the interference of that spider-man. Spider-man himself slipped out the back and headed back to Buffy's house.

Buffy and Willow headed home where they found Xander tired and remorseful at having missed the real action. Willow raved about him for most of the night and even Cordy seemed entranced by the debut of the ever-amazing Spider-man. Only Buffy seemed put out by the appearance of this masked vigilante.

As for Xander He spent the rest of the night making a few small changes to the costume when the dawn came, he tried it on again. The suit now boasted a webbed demi-cape and the mask now concealed his entire head.

"All right Sunnydale you've got a new champion to deal with from here on out. Whenever and wherever there's trouble, you'll find your friendly neighborhood Spider-Man."


	3. Power & Responsbility

Xander looked at Joyce's grave. She was annoyed and Xander had to admit she was right.

"You are so right Mrs. S, that was the time I should have said something. But, Buffy she can be a bit well… I mean it was not too long after Spider-man started appearing everywhere that she got suspicious of him, Hell, downright hated him. I think she felt Spider-man was horning on her action…of course she wasn't the only one."

* * *

"What do you mean you're calling it off."

Snapped from quiet reflection by High Volume Screaming, Xander eavesdropped on the latest about a public appearance of his spidery alter ego. A roaming demon band terrorizing the town had run afoul of Buffy. While she had taken out the leader, some of his follow thugs had been equally busy and Spider-man had leaded a hand. Among those rescued was Cordelia, snatched from demonic attack by Spider-man and Xander suspected that Warren's cowardly retreat from danger leaving Cordy to her own devices had the Queen C royally cheesed off.

"Warren you do well in English so I'm guessing you understand the meaning of the phrase." Cordy furiously sneered.

"Of course, I understand you I…Look just lets try going to the spring fling and then we can talk about this some more."

"You abandoned me. Weirdos were chasing me through the streets. And where was my so-called boyfriend? …Racing for safety."

"I was just going for help." Warren pleaded, "Spider-man just got there first, According to the papers he could have been behind the whole thing anyway."

Xander winced at that, his costumed persona while hailed as a hero by some was considered a menace by the police, an influential local newspaper, and a certain young Slayer who felt that the masked vigilante had an agenda that was not of the good.

Cordelia was wrapping up her verbal assault. "Going for Help from where, The next county? You know the least you could do is pretend to be a man. Hell Harris is King of the Loser-People, and he can at least do a passing imitation of a man."

Xander turned to Willow." What a unique sensation, My self-esteem just swelled and contracted all at once."

"Shh I'm being amazed at your photographic skills." Willow was engrossed in a copy of Sunnydale Ledger, on its front page was the story about the attack and in the midst of the chaos a photo of Spider-man.

During the fight, some of the demons chased Cordy up to a rooftop where Spider-man had dropped from the sky. After deftly wrapping up the bikers in webbing and leaving them dangling several stories above the street, Spidey has scooped up Cordelia, delivering her to safety.

The latest appearance of the masked vigilante had gotten rave reviews…sort of. The editor of the Ledger was portraying his appearance as part of the disturbance, hinting that Spider-man had been involved with the attacks. Willow was sure that was not true. Xander pointed out she was bias since Spider-man had rescued her from a demon thug by slam-dunking it into a garbage can.

Buffy was less convinced. She ranted against Spider-man almost weekly. She saw his being masked as suspicious, she saw his powers as dangerous. Xander suspected that in truth his best friend was jealous of the highly public nature of his actions since, with a mask on, Spider-man could operate at will and not fear the wrath of school officials, or the ever worried and over-protective Joyce Summers. Plus Xander's pictures of the ever elusive Spider-man had made the vigilante front page news, an option denied Buffy. Toss in Willow's obvious Spidey-love and Buffy was feeling like her Slayer-efforts went unappreciated.

"Don't you dare blame Spider-man for your staggering like of balls." Cordelia cried as she poked Warren in the chest.

"Fine, you want to become a drooling fan-girl I won't stop you." Warren looked like he was either going to hit Cordy or cry. He apparently discovered a third option and slunk away.

"God at least I don't have to hang out with him and his geek parade friends this afternoon." She muttered

"What do you mean?" Xander asked

"Oh come on are you telling me little Miss Science here isn't already drooling about the demonstration.

Cordy's father was on the advisory board overseeing the conversion of an old power facility outside of town. With the changes in the outdated equipment brownouts and other annoyances of life on the States, power grid would be a mere memory. Warren was interning at the company that had done the refurbishment and would be on-hand for the trail run that afternoon.

Willow gushed at the thought of attending and began speaking in a new language that consisted of numbers and power transfer rates. As near as both Cordy and Xander could tell she had been observing the story for a long time. Cordy, in a moment of rare charity, offered her and Xander spots observing as long as Xander promised to take many pictures of her for the society page.

Buffy was an easy sell to come along since her choices where a boring evening training with Giles or a boring evening watching eggheads lecture about a power plant then turn it on.

Giles was mildly worried since the expansion of the plant had involved building on lands considered sacred by several local Indian tribes. There had been some protest but California's power needs won out over all objections.

They were all there later that night. The test team ran all the usual checks then began lecturing about their brilliance. During a demonstration an old man broke from the crowd and started chanting and gesturing wildly. Buffy identified him as a local shaman.

Everyone was trying to ignore his nonsense when the test went haywire. Smoke and the strange chattering voices filled the air. Building lights flickered.

Willow and Xander began herding the guests including a shrieking Cordelia to the exit.

Buffy faced off against the shaman and some of his bodyguards.

Unnoticed by anyone, Warren broke from the crowd of escapees and began fiddling with the controls. Xander saw him and raced back to grab at him but Warren waved him away. "I can shut this down I know the power down sequence."

"Warren the place is about to chain react if we don't get out now we will be charbroiled." The boy ignored him and Xander was about to grab him using Spider-strength when electricity began to arc over the panel and then over Warren himself.

The boy screamed as power flowed in and out of his body and the chattering in the air grow louder Xander tried to grab him but was thrown backward into a wall.

As he picked himself up Buffy appeared. "What's with him?

"He's dying"

"Not on our watch he isn't." She unbuckled Xander's belt and whipped if off in a smooth motion. She wrapped the belt around Warren and yanked him clear of the controls

Whatever he had been trying to do seemed to have worked since the huge machines powering the plant began to die with a slow pitiful whine.

Warren shivered on the ground with power still arcing over his body. Xander staggered to Buffy and helped her up. "Where is the shaman?

"Gone, but I'll get him tomorrow. How is Warren?"

Xander looked at the senseless youth. "Looks like he took a jolt of power, That kind of thing can't be doing a body good."

Buffy picked him up and settled him over her shoulder. ."Lets hope he snaps out of it," she listened as Warren mumbled something in his unconscious state. "Is that Indian he's speaking."

Xander shrugged He had no idea what the boy was saying, but now that he thought of it, it sounded a lot like the chattering that had been filling the air only a few moments ago.

* * *

The day dawned bright and clear. The Scooby Gang was trying to figure out what had happened the night before and when Xander arrived the rest of the team was still at it. So intent were they on the project that all save Willow ignored his friendly greeting.

She looked up from the computer she was typing into relentlessly. "Warren is comatose in intensive care downtown." She reported "The doctors say that he is suffering from electrical burns and shock damage but that he shouldn't be in the coma-like state he is in now."

"Any ideas what's up" Xander asked

Giles dropped the book he had been reading with a curse. "I think the Shaman is the key He may have unleashed local spirits, it is they who have possessed young Warren and are keeping him unconscious."

"Awesome work G-man, well then let's venture forth and deal much butt kicking to Big Chief Creeps-Me-Out."

"Uh-uh" Buffy shook her head, I'm going to be busy dealing with the Shaman and his bulldogs I want you and Willow someplace where you won't be in danger."

"Buffy I'm in danger walking down the street at least with you I'm with the Slayer, protector of guys who get pizza and doughnuts"

"Not this time, I want you where I know what you are up to. And, no telling Spider-man where I am and what I'm up to. He got lucky with those Demon Bikers it could have been so not his lucky day if they had been packing some major mojo."

She crossed her arms and stared at him, Xander recognized Willow's resolve face, obviously Willow had been teaching Buffy her best trick for ending Xander arguments.

"Fine, I check on Warren." Xander turned

"You could hang out and help with the research." Willow said in her I'm-Still-Here voice. She made Xander feel guilty when she did it cause it made him feel like he was ignoring her.

"No thanks Willis, I think I go see if I can be helpful with the comatose patient."

* * *

Across town, Warren was going into cardiac arrest. The doctor shouted for the defibrillator. A nearby orderly grabbed the machine and rolled it into the room where the doctor grabbed the paddles as a nurse prepared them.

"Clear." The doctor screamed and shoved the paddles to Warren's chest firing off a multi-volt charge. Spasms convulsed the body on the bed. "Again" the doctor shouted the nurse upped the power output as again the doctor shoved the paddles in place and shocked Warren's stubborn heart. The shock doubled the Boy's body completely in two. He screamed as electricity arced over his body and he thrust out his fist to grab at the nearby doctor.

Hundreds of volts of electricity flowed through the two bodies. Warren's took the energy and turned it into life, the doctor had his insides fried. The corpse dropped to the ground as Warren stood up from the bed. Looking at his hands, energy flicked and danced across his fingertips. "What have you done to me" he screamed "What have you done."

The explosion took out he entire floor of the hospital. Warren began moving down the hallway, if he knew he was floating two feet above the ground he gave no sign. He murmured to himself, listening to music that only he could hear. Music trapped within the walls of the hospital. He stretched out his hands and felt as that music flowed into his body Electricity from this floor and the ones around it. The more power he drew into himself the more in contact he felt with the power that flowed everywhere, outside, in the air. Even in the bodies of the meat puppets around him.

A guard pulled his service revolver and targeted the floating boy. "Alright sonny, that will be enough hi-jinks from you. Now stand down."

Warren looked at the old man in contempt "Get away from me." He lashed out his arm and power arced between the two figures throwing the old man to the wall where he sprawled like a rag doll.

Warren floated onward murmuring to himself. The music was calling him and it was telling him that the time had come to reclaim what was rightfully his. The time had come reclaim Cordelia.

Xander ran into Cordy in the lobby on the hospital. She was obviously grumpy. "Daddy ordered me to come down, like having a visit from the boss's daughter will keep anyone from suing us into the next world."

"Think of it an a humanitarian gesture." He joked

She responded with a blank look.

"How silly of me a humanitarian gesture requires that you have a working grasp of humanity."

"I'll have you know I'm very active in the community and my work for charities is well known."

"I know, I know" Xander sighed "I read the Cordelia Chase for-Prom Queen literature."

"You'll understand that if I win I won't acknowledge you publicly." The Cheerleader said airily

"Of course I'll understand, you are Cordelia Chase."

An explosion interrupted their verbal riposting. Xander quickly realized the blast had come from several floors above, Warren's floor. The two teens began helping to lead people out of the hospital and on the street. On the sidewalk, they joined a group of onlookers who gazed at the spectacle of a floating Warren with electricity playing over his body.

"You were dating him did he have super powers when you were together." Xander deadpanned

"Not as such no, what do you think he is going to do now that he has powers." She asked.

Warren threw blasts of electricity to the street where they ignited cars turning them into plums of flame and smoke.

"Does **that** answer your question." Xander said. Turning, he pushed Cordelia away from the action. "Call Giles, tell him to get Buffy down here. Whatever that Shaman did is still going on."

Cordelia started to run then stopped "Wait a minute you're just the sidekick, what are you supposed to do until the Calvary arrives."

"Anything I can." Xander responded as he ran inside the hospital. He darted up the stairs shedding his clothes on the way. By the time he burst out on the roof, where Xander had been Spider-man now stood.

"Hey Warren, how's about easing off the rampant acts of terror cliché."

"You," Warren snarled. "You took Cordelia away from me". The mutant teen was demented.

"And I just remembered you might have an issue or two with that." Spider-man muttered

Warren screamed and launched bolts of power at the wall-crawler. Dodging them as best he could, Spider-man landed close to Warren and punched him hard. The blow sent the teen crashing to the street. However, An Electrical discharge threw Spidey to the rooftop. The electrified body of Warren carried a charge so deadly even touching him was risky. "Can't punch him, Can't reason with him." Spider-man picked himself up and prayed for an idea. An idea that would occur to him in the seconds it took him to reach the street.

"Power, I need more power." ranted Warren. He tore the hood off a car and grabbed the battery inside. "Yes, more power, must have more."

"Sorry, I think Tim Allen has that more power thing wrapped up." Spider-man swung down kicking out and sending Warren crashing into a building.

"Leave me alone." he cried out. He used his powers to haul a bus into the air and send it careening toward Spider-man.

Xander would never remember how he did it but Cordy later raved about the trick. He dived through an open window of the bus landing on the other side. Then he web-lined Warren, tying the line to the still moving Bus. The Bus jerked the mutant off his feet and dragged him along the ground before the bus finally came to a stop. Warren bounced to a stop and Spider-man landed next to him.

"You are on a time out young man." He punched Warren hard. The boy slumped to the ground unconscious.

"You did it" Cordy shouted coming out of the crowd,

"Yay me, listen could you keep an eye on bolt-boy over there. I have to scram." He asked motioning toward the phalanx of arriving cops.

She nodded "What happened to Xander he ran inside the building."

The lie came easy "I saw him up on the roof grabbing a few shots, hope he got my best side." Spider-man skittered up a lamppost then leapt away.

Cordelia turned and saw Giles and Buffy running up. The Slayer had some kind of spear in her hands "The Shaman told us how to stop the creature, where is Warren." She asked breathlessly

Cordy pointed to the senseless teen. A black Van had arrived on the scene and its dark suited drivers were loading him into the back. "Spider-man showed up and took Electro down in one shot."

"Electro? "

"Why not? These guys always have to have a name and Drusillia picked out Spider-mans name."

"Why can't they have normal names." grumbled Buffy

"You mean like Buffy?" Cordy supplied sarcastically

"Hey guys, you made it" Xander smiled as he strolled up to the group

"Where were you Xan" Buffy asked

"Up on the roof, best place I think. I got some great shots of that thing with the bus."

"Taking pictures of Spiderman up on the roof you could have been hurt

"Well I wasn't and I got some great shots." He could not hide his annoyance anymore. "Besides its not like you needed my help, you were pretty clear on how much you don't need me."

Xander turned and walked away, He told himself he did not see the shocked look on his friends' faces. That he did not feel the hallow place that opened in his heart at what he had said.

* * *

I admit it Mrs. S, The fact that Buffy didn't trust me to back her up and hated Spider-man getting involved in our cases had me testy. I thought I had earned that trust but I had some harsh lessons to learn. About how to be a hero and how to trust your friends and I was going to learn that lesson in the worst possible way.


	4. Becoming The Outcast

"You know friendship is about trust. I ragged on Buffy for not trusting that I could back her up and look after myself. Thing is Joyce, Trust is two-way, and when Angel turned on us and became Angelus... Well I found excuses for not trusting my friend. God knows I had reason. Angelus was on the loose had been for a while. Because he was wearing Angel's face, and Buffy secretly hoped to get Angel back she hesitated repeatedly. When I interfered that day he tried to destroy the world, I thought I was doing the right thing. Seems doing the right thing is just as hard with Super powers as it is without them.

Everything had lead to this moment. Angelus had harassed and harried the group for the better part of the school year. Angel had lost his soul unleashing Angelus. The newly released Angelus immediately turned to the takes of sadistically harassing his former allies, the Scoobies. He had succeeded in killing Jenny Calendar, a teacher secretly sent to Sunnydale to watch Angel. She had been trying to restore Angel's soul as recompense for lying to Buffy and Giles. Angel had discovered her plans. Willow had tried the spell herself but Drusillia and a gang of undead had attacked them.

Xander had been fleeing the scene intending to suit up and fight as Spider-man. Instead, a stray bookcase had knocked him out. Giles had suffered the most of them all. He had cared for Jenny, had opened his life to the woman and just when things were looking like they might work, boom, harsh reality.

Giles found Jenny dead. Her body lay on his bed by Angelus. Angelus unleashing his inner bastard, the vampire's plan was simple, Unleash Acathla and destroy the world. Eventually he kidnapped and tortured Giles. He needed the Watcher's knowledge to awaken the statue and besides, it bothered Buffy.

Willow had made it clear she wanted to try the spell even in her weakened state. She sent Xander to find Buffy; she was to delay killing Angel until Willow could restore the vampire's soul.

Xander had other plans.

The final fight was progressing. Xander found Giles rescued him. About half way to the door, the librarian collapsed as vampires surrounded him. Giles was out of it so Xander hit them with everything he had. .

One of the vampires chased Xander toward a wall. Xander did not stop and the vampire was amazed when the boy ran up the wall. Flipping off, he landed behind the vamp and dusted it. His Spider-sense flared and he ducked to avoid two more. Rolling underneath to pop up between them both, he launched himself in the air, kicking out with both legs to slam both enemies to either wall of the corridor. Twisting his body to impossible angles, He dusted them both.

He scooped Giles up into his arms and skittered up a wall toward a skylight. Busting out the opening to the roof he leapt to the ground and took Giles to safety.

"Where is Buffy," Giles was awake again.

"Inside, facing Angelus."

"You left her alone, she must not face him alone. "

"She can handle Angelus."

"Danm it boy don't argue with me. To close the portal she will have to kill Angelus and push him through. "

Xander nodded, she might hesitate if she thought Angel might have come back and Angelus knew this and would use it against her. He put Giles into a taxi, then sprinted toward the mansion tearing open his shirt to reveal his costume. Xander Harris had done all he could. It was time for Spider-Man to make an appearance.

Angelus was losing or maybe Buffy was. That was the nature of the fight. It was going back and forth. Angelus had the cards that much he was sure of the longer the two fighters danced around the mansion floor, the greater the chances Acathla would awake and swallow the world.

Angelus finally battered the girl to the ground. He stood over her. He prepared to drive the blade in his hands into her. It would be quick but hey he was about to destroy the world you had to prioritize.

"No weapons, no friends, no hope…take all that away and what have you got." He raised the sword above the Slayer.

"Me" answered a cry from the shadows. Angelus whipped his head around and took the full force of Spider-Man's blow directly in the face. He went spinning to the floor. Spider-man landed on the ground, picked up the vampire, and threw him into a wall.

"Finally somebody who is in this for the big prize." Angelus got up and came at the wall-crawler

Buffy raced to get between them. "Stop" she cried out to the masked vigilante "you don't know what you are doing."

Spider-man raised his fist and fired off a mass of webbing that caught Buffy in the chest and shoved her back against a wall. The webbing fixed her to the wall like a moth pinned to a board.

"You mounted the Slayer" Angelus snarked "that makes two of us."

"You degenerate" Spidey snarled

"That is your real problem isn't. You have always wanted my place. The Big Bad, and thanks to me you're barely a distraction."

"I'm going to enjoy kicking your ass Dead-Boy." Spiderman scored a hit hurling Angelus backward. He and Angelus traded blows as the Slayer struggled to get off the wall.

Angelus was many things but not a fool; he finally for the fist time in months looked past the bravado and the quirky comebacks to see his enemy. He began to laugh, as they traded blows across the floor.

"You'll never have her you know. Even if you beat me, you will never have her. You're a barely a man in her eyes and killing me won't change that."

"It will make me feel better." Spidey kicked at him.

"Feel this." Angelus backhanded him sending the webbed one crashing to the floor. "Go on make your play loser, and if by some miracle you pull if off you can be just like me."

"I'm better then you."

"You're right You hide the demon within so much better then I ever did. But then I never really tried"

"You're a killer not me."

"After today you will be. Just like me, a demon hiding just behind a mask."

Spider-man screamed and kicked at him sending Angelus flying as he flew through the air Spidey snagged his body with a web-line and sent him whirling into a stone column. Buffy finally tore herself off the wall and ran to the vampire as he climbed to his feet.

"Summers get out of the way." Spider-man yelled

"Buffy what's going on. I feel like I haven't seen you in months." Angel said weakly. Willow had finished the spell. Angelus was sealed and Angel was back.

"Angel, Oh my god; baby, you're back." Buffy cried, tears brimming in her eyes

"It can't be Willow must have done it. She must have done the spell." Spidey muttered mystified.

That was when the vortex started pulling in the room, first small things then larger. The pull from the gapping tear in space began pulling the three fighters toward hellish oblivion.

Angel instinctively reached for Buffy and grabbed her. Spider-man crouched on a wall and fired a web-line that entangled Angel's hand. Anchored, They were now floating in space. Their bodies being pulled by the vortex, a pull that was getting stronger and stronger.

"Listen to me, Angel screamed "Fire a line and grab Buffy, when you have her, pull her in."

"No Angel I just got you back I'm not losing you again."

"I'll be right behind you."

Xander Harris looked into the eyes of Angel and saw truth at last. Angel knew who and what Spider-man really was and what he could do, most painful for Xander though was the forgiveness he also saw. Forgiveness for what had to happen next. Xander nodded silently, and fired a line snagging Buffy and reeling her in.

When Buffy was clear of the vortex Xander released his hold on the line holding Angel. Angel went flying into the vortex. It slammed closed behind him static discharges in the air the only marker of where it had been.

Buffy screamed her tormented frustration at the world. Spider-man came off the wall.

"I had to, it was the only way to close the portal."

"I could have found a way, I was right about Willow being able to fix Angel and I would have been right about this. You had to interfere. Get in the way just like you always do. Not enough you steal my best friends from me now you send the only man I ever loved to hell."

She stood up and stalked toward him. "Xander told you where we would be. Well you tell him the next time that you see him that I will never forgive him for that. I could have saved Angel but you got involved and that's his fault. You wanted to be The Big Bad, consider this your promotion. I'm going to devote the rest of my life to see you just as dead as Angel is right now. "

It was a day or so later Buffy was walking down the hallway of Sunnydale high. She met Giles and Oz pushing Willow in a wheelchair.

"You've been hard to find Buff" Oz was casual almost hiding the tone of worry in his voice.

"I've been hunting, Xander's little wall crawling friend has been impossible to find. Where is Xan I, want to talk to him."

"Xander's gone," Willow said miserably

"What do you mean gone."

"I mean packed his stuff and left. No one knows where and his parents aren't exactly being helpful."

"Didn't he leave a note."

"He says that it's his fault that Angel had to die and he thinks you will never forgive him. He's sorry he allowed Spider-man to screw everything up. He promises that we will never see him again."

"What happened to Angel was Spider-man's fault." Buffy said, "Xander just made a bad call."

"It would appear that Xander doesn't see it that way. " Giles said as they walked into the school together.

Xander watched from afar. His life as Spider-man was supposed to make everything better. Buffy would not be alone. They would not have to worry about him and instead Angel was gone, Buffy hated him in both his guises. People had been hurt.

Everyone would be better off without him around. He stopped at the bus station next to a garbage can. Taking his suit out he stuffed it into the trash and emptied half a bottle of lighter fluid on top of it. Setting the whole thing ablaze he watched it go up in smoke.

"In the end Angel was the real hero, He was barely in his body a second and he gave it up to save Buffy and relied on me to help him. " he muttered talking to himself

"Being a hero is kind of like that." Whistler answered him

"What do you want?"

"To know where you think your going, Sunnydale needs a hero."

"It has one, Buffy, and frankly I should have been content with that."

"Kind of late to be having a change of heart don't you think."

"That's the wonderful thing you can break ties with your old life and start fresh somewhere else."

"You only have enough to get you to LA

"Its not Sunnydale and right now anything that's not Sunnydale is ok with me." Xander climbed aboard the bus out of town leaving Whistler behind.

Whistler looked at the charred uniform in the trashcan. "Poor kid thinks he can just walk away from you …why do they always have to learn things the hard way."

Joyce let a meaningful silence pass between them. "All right Mrs. Summer I'll admit it I ran and I actually didn't plan on coming back." Joyce smiled indulgently as she always did. "You're right running away was not the solution but fortunately the Powers that Be were looking out for me. I may have given Up on Spider-man but Spider-man didn't give up on me."


	5. Alex

IT was a quiet night in Caritas. Lorne the host watched his crowd of mixed demons and mortals wondering who was going to make things interesting. His Karaoke evenings were getting to be famous by now. Beings from all over Southern California came to him for readings on their destinies. Whom would they fall in love with? Where would they find happiness? Who was going to take the third race at the dog track?

"Alex, another seabreeze." His bartender looked up from his glass polishing. Alex had rolled through the door dragging a huge weight of destiny behind him. Unfortunately, he seemed determined to avoid that destiny at all costs

Normally Lorne wouldn't care if someone was avoiding their lives but this kid had special inscribed in neon letters all over his aura. He also noticed a significant drop in the kind of neighborhood scum that made the vampires such a welcome intrusion to his happy little abode.

"Sorry Lorne, one SB with all the fixings, coming up."

"And could you cheer up, you're dragging enough negative vibe to do a credible imitation of Pigpen."

"Sorry boss." Xander Harris watched the gathering crowd. Time for some entertainment.

He began flipping glasses and containers into the air. Juggling several bottles as the seabreeze began to take shape. Spider-reflexes, he thought to himself, so many applications. With a dramatic flourish and a bow to the cheering customers Xander set the completed Seabreeze on the bar sliding it down the length to be snagged by his very pleased boss.

"Remember folks, he's here all the time. " The green skinned horned demon smiled and encouraged the applause.

Lorne waited for the crowd to disperse a bit before cornering Xander. "Kid how much longer are you planning on avoiding your responsibilities."

"Lorne I told you I would take the garbage out later."

"I meant your larger responsibilities."

"Could we not do this."

"Look sunshine it's not that I'm not enjoying the arrangement. You're a goldmine with cute brown eyes. But this holding pattern life you're living is doing you no good."

"I'm just not ready to leave "

"Look butter tart, you can reach for your destiny or your destiny will reach for you. The longer you stay here greater the chances you will have to deal with your past or your future."

"Its not like my past is going to come waltzing through the door." Xander insisted stubbornly

"Rum and coke please?" Cordelia Chase asked

"One sec." Xander said before looking at her "Cordy what are you doing here."

"Ordering drinks and wondering if I should hug you or slap you upside your dumb little head."

Cordy had found him by accident. One of her dad's assistants had raved about Caritas and its dark haired bartender. Cordy had taken a chance.

"Did you really think that you could hide here in LA?"

"It's been a few months Cordy. I'd say that hiding in LA was a great way to avoid my friends."

"Cheap shot Harris, when you slipped out of town did you give a thought to the rest of us, to me?"

"That why I left"

'What, cause your masked buddy dumped Angel in a vortex thus saving the world…oh big evil there."

"Buffy doesn't agree with you, "

"Yeah if you got dumped in a swirling vortex of terror I might have issues myself." she paused to take a drink. "Of course if you were actively trying to destroy the planet I might have to get a grip."

"It was my fault "

"You were not Mr. Killing Spree Angelus was and you did not toss Mr. Killing Spree into eternity, Spider-man did. Frankly, if he hadn't done it, Buffy would have had to. Picture if you will the Basket Case formerly known as Buffy if she had to send the man she claimed to love into hell to save the world."

"Instead, she hates Spider-man …and me."

"What cause you told the web head to kick Angelus' ass. I thank you on behalf of all the other beautiful things of this world that are still around thanks to the vortex being closed before damage was done."

Xander shivered at the memory of the newly souled Angel working to save Buffy before allowing himself to be sucked into the portal. All Xander's annoyed whining about Angel's fixation on Buffy and in the end that may have been what saved them all. Still another thing Xander couldn't share with anyone at risk of exposing his secret.

"All of this makes me feel like scum." Xander whined miserably. "No worse then scum, I would have to live a perfect life and die so that I could earn the right to come back as scum."

"You were angry and scared, we all were."

"I was jealous and I'm sorry. I especially owed you, more then that."

"You're right you owe it to me to come back and show every one what being the heart of the team is all about."

"I'm not the heart of the team "

"Yes you are, and the sooner you realize that the better off all of us will be.

"I'm not ready "

Cordy snorted "I'm surprised to hear you say that, look if you want to hide in the City Of Angels forever you go ahead." She got up from the booth "You know between Buffy and Spider-man you've logged a lot of time hanging out with heroic types you would think something would have rubbed off."

"What's that supposed to mean?"

"Both Buffy and Spider-man have given their all to save us more times then I like to remember and now when we really need the one guy who kept the faith and believed when nobody else did. You want to hide in the corner and sulk; in my mind that's selfish."

"Reverse psychology doesn't work on me

"I wasn't manipulating you Xander. You've done a bang up job screwing with your own head."

"Since you're so pissed I assume your going to tell everyone I'm down here."

"Why break their hearts, they already lost you once. Why punish them just so you can rub their faces in how much you don't need them anymore."

"Well that didn't go well." Xander muttered later that night after Cordelia had left.

"Yeah funny how some people react to having their hopes crushed." Lorne smiled sadly

"I just said no."

She so wanted to be the one to reach you and convince you to come home. I wish I had someone that concerned about me."

"Please I'm sure no one's world will come to an end if I just sit here and be a bartender."

"Well except for the bottle blonde at that end of the bar."

Xander looked up at his boss who smiled indulgently "The nice looking thing working on the soft drinks she was looking for information about an absent boyfriend. I can promise you that if someone doesn't help her tonight she is going to be dead tomorrow."

* * *

Lorne was not kidding. The girl, Lily by name, was looking for her boyfriend Rickie. Xander consented to help her and they started searching. Unfortunately, They eventually found him. He was an old man. At first, Xander balked at the May-December thing going on. Lily stated that her Boyfriend was a teenager yet this decrepit old man and her youthful boyfriend were obviously the same person. A lifetime in Sunnyhell had set his alarm bells ringing.

He had tracked the boy's movements to A place called Family Home, A shelter for street kids and runaways. At least that was what it was on the surface. Investigation and being his annoying self soon lead him to the truth. The place was a front, pulling in warm bodies and sending them to an alternate world wherein they became slaves. There, time moved faster. Decades could pass in the otherworldly realm while only a day went by in the real world.

When they had confronted the leader, he had tried to take both Lily and Xander. It fell to him fighting for his life. Trying to get the slaves out as the kids fled through the demonic landscape Xander tried to figure a way out. Eventually the guards caught up with them. Xander commanded Lily to get everyone out while he tried to hold off the guards.

As the kids fled, he used a web-line to haul a pipe carrying super hot steam out of the wall. The boiling hot steam created a barrier blocking the demons from chasing the fleeing slaves.

He had not fought this way for months and it quickly showed. He was not as fast as he had been. He was still a match for most of the guards but for every one he put out of action two more rose up to replace them. Finally their leader Ken appeared and began yelling at his troops to finish off Xander and get the slaves back. Xander was overwhelmed. Ken stood over him. "The rest of the slaves will be back at work before the day is out but not you, You are going to vanish forever."

"Ah and just when he was getting to like you." Xander raised his eyes to see the new voice had came from Spider-man. Perched on a wall

"Impossible" Xander and Ken chorused together

"Get him" Ken screamed and turned back to meet Xander's fist. Meanwhile Spider-man vaulted off the wall to land in the midst of the demonic overseers he began kicking and punching to his hearts content. Since he was moving so quickly, the guards hit their fellow guardsmen more then they tagged the webbed wonder.

Xander grabbed Ken, hurled him to a wall, raining blows in his face. Ken shoved him back and swung wildly at him Xander caught his fist and threw him in the air. The Demon jailer landed on the broken pipe impaling him.

As the guards fled the scene, Xander stood amazed at the sight of his alter ego. Spider-man waved off all questions or comments. "In the time it took me to answer your questions they might come back so lets move."

Xander nodded. Spider-man jumped back the wall he had been perched on and retrieved a body from the rafters.

"Who is… "

"Later when we are safe. There's a portal we need to make to get those kids out of here, it's close."

The two fled through the hellish landscape until they caught up to the ex-slaves who had come to a dead end. Spider-man made a gesture with his hand. "Pray we are in the right spot." He said as the air ripped apart and a portal opened before them.

Xander nodded and gathered the fearful kids. "Is it safe?" he asked his costumed double.

"Wherever it goes, It's better then right here, right now " Spider-man said quickly before yelling at everyone to jump through the portal. Xander was the last to go though. He landed in a cool dark place and watched as the portal closed behind him.

He looked around; He had landed along with the rest of the group in Caritas. Lorne and Cordy were at the bar looking in his direction with a shocked looks on their faces. "What in the name of…?"

"Harris where have you been." Cordy cried out as she ran to him and wrapped him in a hug.

"Doing some community Service." Xander supplied. " Demonic Forced labour camp, the kids can tell you all the details."

"At least you had help."

Xander was about to ask what she meant until he saw her walk over, throw her arms around Spider-man, and hug him very hard. Then she let him go and hit him in the shoulder. "Where the hell have you been. Buffy has a diva moment and two grown men scuttle out of town. What is it with that girl."'

"Actually, Xander has been waiting for word from me. After we figured out where Angel had gotten off to, I went on a little quest. I couldn't be sure fi I would be able to bring him back let alone find him so I had Xander wait for me in a place that where we could do an exchange. As you can see he pulled it off."

He stepped aside to show Angel slumped in a chair. The Vampire looked weak. His clothes were in tatters and he had burns and bruises all over his body.

"Angel is alive, You were trying to rescue Angel? You dope." She turned to Xander "Why didn't you say something before."

"I wasn't sure that the plan would work and I didn't want to raise any false hopes." He was getting good at this thinking up lies to cover his Spidey activities.

Lorne was looking at Spider-man and Xander in a weird way; Xander felt an explanation would be in order as soon as he had a clue what was going on himself. "Well kids I think the Kitchen is open." He said getting the kids attention. "Let's get some food into those bodies then see about getting you some help. " he ushered the grateful teens out of the room. Cordy joined them after a last grateful hug to both Spider-man and Xander.

Xander looked at Angel. "He looks like hell. So where was he?"

"A hell dimension like the one those kids where trapped in. He was almost insane when I found him."

"So you are …me? How is this possible "

"I promised not to answer that question." Spidey said resolutely

"Who did you promise?" Xander asked suspiciously

"I also promised not to answer **that** question "

"Well what can you tell me?"

"What can I tell you." The wall crawler paused, thinking carefully. "How about this. GO home kid, what you do, what we do is too important for you to give up on -- remember with great power comes…"

"…Great responsibility " Xander finished " You know you sound like a friend of mine."

"Actually Giles sounds more like my Uncle Ben."

"You know Giles, Rupert Giles."

"I feel like I do. I learned about him from you "

"Me?"

"You… Consider this payback for rescuing Mary Jane."

"Who is Mary Jane, who are you, why would you go into Hell on my account? "

"All good questions, and all of them Will go unanswered, I made a promise" the man paused " Actually I can answer the last one. I marched into hell because it's what we do and we Spider-men have to stick together regardless of where we come from." A portal opened and the Spider-man stepped through giving Xander a jaunty wave as he vanished.

Xander was still staring at the empty space Spider-man vanished into when Cordy came back "Where is the webbed one."

"Had to pull a fade "

"Of course, you know for a second there, I was starting to think you and he might be the same person."

"What are you kidding." Xander let out slightly hysterical giggle. "Ridiculous, we look nothing alike."

"I'll say, he is like a foot taller then you and his physique is unreal.".

Angel struggled upward from where he slumped in the chair. "Xander, it that you?"

"Angel old buddy you're safe, you're with friends." Xander went behind the bar and retrieved a few blood packs Lorne kept in storage.

"Where is Buffy you told me we where going to see Buffy." The Vampire weakly asked as he drained one pack after the other.

"She's not far away now I just had to tie up a few loose ends. "

"Consider them tied bubby" Lorne smiled as he joined them " I'll give you a great recommendation for your next gig."

"How did you know?"

"Hey, A good host always knows, now Cordy babe you get these men back home."

"I'll miss you, boss."

"Please, you'll be back, I got a feeling about you." He looked at Angel and Cordillia. "About all of you."

Cordy helped him get Angel to the car.

Xander thought a lot during the trip back home. Lorne had said, "Reach For Your Destiny or Your Destiny Will Reach out For You." He had been right. Somewhere out there, his destiny was waiting. Better to stand with his friends against the coming foes.

"OK World, watch out… Spidey is back and this time he mans business."


	6. Faith & Vengence

Joyce was impressed.

"We got back into town and Buffy was so happy to have the both of us back that all was forgiven. She even thanked Spider-man when she met him again a week later. Angel moved to a loft and before long I moved in with him. He was the only one in town who knew my secret so it made sense. He slept in the basement and I took the upper area. I had a great skylight to make entrances and exits when doing Spidey related stuff. I thought everything would be cool but you know how it is Mrs. Summers Xander luck…always bad. I could not catch a break, not with School, not with Cordy and not with Faith when she showed up. Seems like someone always needed Spider-man. Wish I could have said the same about Xander Harris.

* * *

It was a week after the incident with the band candy. Xander was out swinging. He had found web slinging to be a great way to exercise and the tightness of his outfit hinted that he had been sneaking too many candy bars. He tried not to think about Cordillia.

How many missed dates and late meetings? The danm thing was he couldn't very well tell Cordy the truth. Spidey had to stop a mugger, Spidey had to save a busload of kids, and Spidey had to halt a rampaging demon rhino. If life with Buffy proved anything, the more people knew your secrets the more people were in the line of fire when the bad guys came calling. If he decided to be Spider-man then Cordeliawas safer without him. Considering the latest date he had missed was an invite to a restaurant famous for being "the Place to break up in", he suspected Cordeliawould soon give him his walking papers. Even if he just took care of the human crime in Sunnydale, something always demanded his attention. Robberies, purse snatchings, muggings but somehow just when he was ready to call it a night, something else popped up. He wondered how Buffy stayed on top of it. The other day Cordy had snidely hinted that he was spending a lot of time with Willow.

Xander hissed in frustration, like he had time to breathe let alone play footsie with Willow. Her and Oz had such couple goodness going that frankly, Xander was jealous. Oz only had to avoid Willow three nights out of the month. The rest of the time was couples heaven.

He forgot his sorrows by doing an extra long forward flip that carried him over a building. He snagged a fire escape railing and came to rest over looking a bleak alleyway. A girl was fighting someone, actually a couple of someone's.

The group of thugs swarmed her. She took a hit that sent her to the ground. She back-flipped to her feet, kicked, and punched at the guy who got the lucky hit before lashing out with a stake. The offending thug vanished in a swirl of dust, a Vampire Slayer, but not Buffy.

He dropped down into a crouch in front of one of the attackers and launched him skyward with a punch that sent him crashing into a garbage can. "That evens the odds just a bit."

"I don't need any help." The girl snarled and Xander recognized Faith. She of the fantastic body, tight outfits and interesting morals, that she was a Slayer made the package so much more tempting.

"You Slayers really know how to party." He responded and tossed a vamp toward her. She staked the vamp in the air.

"I do OK, you're Spider-guy."

"Spider-**man**, I'd say my reputation preceded me but after that crack…." He web-snagged the leg of the last vampire and swung him around in a circle. The vampire smashed into a crate next to Faith with an audible crunch. She winced before driving a stake into him.

Faith looked at the smashed crate "That looked like that hurt."

"It my favorite game, I call it snap-the-twit." He said nonchalantly

Faith laughed deeply." I thought this town was all boring - all the time. "

"Vampire slayers, masked vigilantes Sunnydale has it all."

She laughed and stuck out her hand "I'm Faith, B mentioned Sunnydale had it's own masked do-gooder."

"Do good, I thought I was doing fantastic."

They made light conversation. Faith was curious about his non-Scooby status. "That's Xander Harris' thing I'm more an action kind of guy. Anything pops up that the Slayer needs help with, Xander gives me the heads up." he told her

That was the start of his relationship with Faith. Over the next few weeks, they ran into each other on and off.

After the Gwen Post affair, she avoided most of the group but Spider-man found her ready and willing to train and patrol. So, in his own way Xander kept an eye on the volatile Slayer.

One afternoon she tracked him to the school cafeteria. She avoided Sunnydale High so her presence was a surprise.

Xander smiled in greeting "Faith, what's doing. Long time no see."

"What's up X-man, can I ask a favour. I need to meet the Spider tonight."

"Well, I'm just his paparazzi I have no control over where and when he shows up. "

"Listen Short Round, the web-head fessed up that you pass him the skinny on Slayer stuff. Something's hit town and I need help, I don't want to go to Buffy."

Xander nodded "is it serious,"

"Its me and I'm asking for help from you, what do you think."

"Point taken, I'll put the word out."

That night Spiderman showed up at the park that had become their regular rendezvous. "So what's this about, you're the Slayer who doesn't need help. "

"How much did Xan tell you about me."

"You're cute, you slay. Anything else I figure you'll spill when it's right."

"I'm kinda tight with the details of my past "

" As long as I can count on you to be in my corner does it really matter how you got there."

"That's what I like about you, you give me my space, and you don't treat me like you want to intervention me to death. "

"Stop this could get mushy; we might have to hug or something. "

"Back home I ran with a crowd, before I got the calling. There was a guy, he was kinda cool and dangerous like I thought I wanted back then. I came clean about the whole Slayer thing and he kinda freaked. Not in the I don't want to have anything to do with you kind of way; more like the you're-a-supernatural-freak-and-I-love-it, kind of way."

"He became an uber-fan of the dark."

She nodded "He started running with a bunch of wild bunch of animals…a real wild pack if you get my meaning. They had been attacking people, killing some, and turning others. The Watcher and me were working overtime to deal. They offered him membership in the Pack, but they wanted a loyalty test. I was the test. He passed with flying colours.

"They made him one of their own before I got free, I went postal on the rest of the pack but him …well he may have betrayed me but I still found him cute."

"Let me guess you gave him the **I-kill-you-the-next-time-I-see-you** speech and he hasn't taken the hint."

"I found a few traces, things that only I would know."

"…And you think Buffy and the Slayerettes would less then understanding.

"You think I don't know what they think of me. Buffy has this Pretty Princess thing going on. And where she goes, so goes the rest of the group."

"Well I could argue the point but why do you think she would have issue with your past."

"She gets her happy-on with Angel and is all conflicted. I'd rather not deal with her superior looks if she meet Donnie."

"There was a bit more to the Angel-thing then that "

"She got the need, she filled it, and Mr. Dark and Sexy morphed into Mr. dark and sinister. Aside from the trying to destroy the world thing, that would pretty much be the textbook reaction of every male on earth."

I'll try not to let your obvious prejudice bother me. So what are we hunting, wolf?"

No, cat as in panther

"A were-panther."

Faith nodded

"If you tell me he's black, I'm going home."

"Before or after he was cursed?"

"Never mind, the surprise will make the hunt more fun."

They took to the streets searching for any trace of the were-cat Donnie. Faith tracked from the ground while Spider-Man took to the rooftops and kept a long-range eye out.

Near a cemetery, Faith signaled him from the ground and he dropped to her side.

"Another trail and this one is hours old, they were by here."

Spider-man looked around and concentrated his own senses. He felt a tremor in the air and pointed. "That way something over near the mausoleums."

The duo sped to the spot and Faith started tracking a group of beings. They ran the trail; eventually catching up with a bunch of vamps surrounding a scared looking human, Willie-the-Snitch.

"You didn't say anything about a Slayer Willie." One of them called as he rushed Faith.

Two more closed on Spider-man who ducked and avoided their blows he punched and kicked at the attackers before leaping to grab a fence post and pull it clean out of the ground. "Faith catch."

Faith grabbed the pole out of the air and began whirling it around herself beating at the vampire and eventually tripping it and sending it to the ground she plunged her two foot stake into her assailant. His dust was still billowing in the air as she closed with the other two.

Willie bolted and Spider-man darted after him. Willie led the chase into an abandoned building and up two flights of steps before bursting out on the roof. Fleeing, he tried to jump to the next building but his bad conditioning finally caught him up. He plunged off the roof. Spidey leapt to the building edge and snagged him with a web line arresting his fall. Spider-man shook the line a bit. "Willie I'm stronger then I look but those goons you hired got a few good shots is there anything you'd like to confess before you're street pizza. "

Willie gave a small unmanly scream as he dangled over the drop "Anything you want to know anything. You want to know who was on the grassy knoll. A Largas demon was in Dallas saw the whole thing. You want I should give the number of the demon clan the mob sold Jimmy Hoffa to, they showed me pictures of the picnic lunch they made out of the carcass. "

Faith appeared on the roof still brushing Vamp dust from her sleek form. "Who is this?"

"A snitch, knows all and hears even more then he knows and shares it when he has been persuaded."

"She wouldn't hurt me she's a Slayer like that Buffy-chick "

"Oh no Willie I'm a Slayer but I'm also a professional who enjoys her work. I prefer my men with a bit more …stamina…. I guess I could amuse myself with you. "

"What do you mean." He asked fearfully

Spidey sensing her game dragged Willie back to the roof and strung him up so that he still hung upside down. Faith sauntered up to him and caressed his bald, sweating, head.

"Willie, I can do…things. Things that make men scream. Sometimes it's good screaming sometimes its not. Tell me what we are looking for or I'll do things to you that will make you beg "

"Beg to make you stop."

She leaned in, her lips mere inches from his ears. "You'll beg me to keep going. You'll know that your body can't handle it and that you'll literally drop dead if I don't stop but you'll beg me to keep going cause you won't care if you die. "

Xander gave the suddenly pliable Willie a finger-poke sending his body swinging "Were-beasts, they are fresh into to town and they are looking for a home you probably know where they are or who hooked them up."

"Yeah they were kind of nervous, I gave them a tip on a squat over on Blistren street. "

"Why were they nervous? " Faith pressed

"Something has been haunting them."

"You mean someone?" Spider-man corrected

"No I mean something, and that something has popped up here before. Nobody who knows what it is will talk about it and anyone that has actually seen it are among the living …or the un-living."

Spider-man left Willie hanging. He seemed upset at the idea until Spidey volunteered to leave him alone with Faith and go find a means to cut him loose. Oddly enough after that he calmed down and relaxed in his web-bindings.

Spidey and Faith web-swung across the city to the address Willie had given. "Willie normally needs more threats to body and soul then you gave him. " Spidey asked archly

"I threatened something he values more, " Faith replied flirtatiously "his manhood. All men fantasize about strong women but most are afraid of …not measuring up… very few would know what to do with one if they had the chance."

Arriving at an abandoned house, Spider-man and Faith scouted the place. "Let's wait, I'll see if there is anything we need to know about. " She nodded and He web-swung them back across town to her motel.

As they hurtled though the air Faith clung to him and he found the sensation extremely pleasant, if a bit distracting. "You are one scrumptious piece to have at the back during a throw down." The Slayer smiled

Xander was glad of the mask covering his face, Faith had already proved she could read men like the simple Dick and Jane books she felt they all were.

"You did the heavy lifting I just applied a bit of lubricant." Xander winced at his choice of words.

"All this hunting and fighting, gets me kind of keyed up, you know." She supplied

Her sly invite to crash was not lost on him but he reluctantly declined. "Unlike you my dear, we spider-men need our beauty rest."

Sure I can't persuade you," she smiled sliding closer to him. "You look like you could handle anything I threw at you. But, Suit yourself." She entwined her arms around his shoulders and slipping his mask up about half way, gave him a kiss on the mouth. It felt like sweet, warm, honey sliding across his tongue. "You know The Sister's were right, waiting does make it more fun."

Xander buried the _Faith-The-Naughty-Nun_ scenario that popped in to his head "I'll get Harris to get the info to you during the day and we can meet this evening."

Faith laughed at that "Are you sure, nothing against Harris but B' seems to think he gets in trouble almost as much as he helps with. I think she would ditch him for his own good if she thought Red…Willow I mean, would let her get away with it."

Xander was again thankful for the mask he wore. It totally hid the look of dismay that drained the lust from his body. Suck it up Harris he thought to himself, Faith thinks Xander Harris is safe in his bed, not standing in front of her. Aloud he said to Faith. "Harris has some hidden talents, he might just surprise you." He didn't trust himself enough to say anything else to the Slayer as he leapt away.

* * *

Xander was still fuming at Faith's little dig, He couldn't really blame her after all she had to have gotten her ideas from somewhere and chances where it was from Buffy herself. Obviously, things were not as back to normal as he might have hoped. As He landed on the skylight of the loft, he heard Buffy and Angel talking. Their voices raised to somewhere just south of screech level. .

Since Angel's return and Xander moving in, Angel had been limiting his alone time with Buffy. At first, his excuse was his slow recovery from his time in the Hell dimension, for Buffy, Xander and rest it had been a few months. For Angel it had been decades of torture. He was only now finally recovering his full strength. Eventually, the truth was obvious. Angel did not trust him self. Angelus was only an incautious moment away. Far better to push Buffy away then risk the alternative. Buffy was feeling his rejection and was taking it badly. Xander's heart ached for her but in his opinion, Angel was taking the right course. Xander could have told Buffy that Angel still thought of her. The passion filled moans Xander heard while Angel slept bespoke of a dream-state that was All Buffy, All The Time, Xander had to wonder if Angel's Buffy dreams were a secret torture or the only blessing in a tortured unlife.

Xander waited until the Slayer left before slipping through his Skylight. Angel stood in front of the kitchen sink clutching a wineglass. As Xander watched, he crushed it, grinding the broken shards into his undead flesh until black blood dripped into the sink.

"I'm thinking that The Talk didn't go well." Xander said quietly. He passed the vampire a towel to wrap his lacerated hand.

"What really annoys me is all her arguments about why we shouldn't let the curse stand in our way are the same as mine." Angel said quietly

Xander shrugged his shoulders. "The heart wants what it wants. And it don't care too much about what gets roasted along the way."

Angel walked out of the kitchen "How was your night out."

Xander winced "Faith has found the perfect partner, if I could get her to respect Xander as well as Spider-man, life would be perfect."

"You always wanted to have a Slayer of your very own." Angel smiled

"Yeah well, as Spock says having a thing is not so pleasing as wanting a thing, it is not logical but it often true."

"What is it **you're** always saying…Xander luck, Always bad."

* * *

Xander sleepwalked through the rest of the day. Web slinging at night followed by research pre-school will do that for you. However, he found his friends full of questions about his alter egos nighttime activities.

"What's with Spider-man hanging around with Faith." Willow had been having Faith related issues since the Party girl/ Slayer hit town.

"Faith just likes having someone she can work with." Xander said soothingly

"Faith works alone " Buffy snapped peevishly

"No Faith HAS to work alone. There is a subtle difference." Xander supplied a note of annoyance creeping past his tiredness

"What's that supposed to mean?"

"I think she feels on the outside she might appreciate it if we didn't do that."

"Who told you I treat her bad you little Spider-friend."

"Buffy, if the sky wasn't the right shade of blue, you'd blame it on Spider-man. You don't want his help and you don't want Faith's help. How about next time I find you face deep in a pool of water I'll just let you drown, I might chip a nail saving your life again."

"If anything happened to you, saving my life I'd never forgive myself. Or did that thought not occur to your stubborn pig head.

"No" Xander shouted, "I was too busy thinking that I shouldn't be hiding behind a best friend when more often then not she marches in to danger to save people I care about."

Well if you are so worried about my safety why would you tell Spider-man stuff that we discuss."

"Maybe because I constantly fear that one night there will be one vampire too many or a demon just a bit too strong and you won't come home. How could I forgive myself knowing that you went down fighting for me and I was hiding in the library."

"Is it just me or this friendly conversation gotten really loud." Willow shouted

Xander slumped in a chair, for over a year he had been fighting to juggle his life as Spider-man and his life as a Slayerette. He wondered how it had gotten this far. He looked at them all and promised he would tell them the truth, the whole truth when this was over.

"Look I have to find some title info on a house on Blistren Street. Faith was followed to town by some were-beast named Donnie and she wants to handle it herself"

Buffy nodded "I assume by handle herself she wants Spider-mans help and came to you to get it."

Xander nodded "Apparently I have my uses."

"You've were useful long before Spider-man showed up." Buffy said warmly. Willow glowed at the kind words.

"Look I have to finish this thing. Then maybe we should talk."

Buffy and Willow nodded. They spent the next hour in companionable silence digging up info. By the early evening, Xander knew everything about the Blistren street address including that it had Sewer Access.

* * *

"You want me to do what?"

"Go in through the sewers. I bust in through the front, grab their attention then you take them from the rear."

It was after moonrise and Xander was back in costume. Faith was having trouble with the intrigue-ridden nature of his plan. He explained that Were-beasts possessed senses more acute then human or even Slayer senses. The sewer would cover her sight, sound, and smell. She whined some more but in the end, she had no better ideas herself. They separated. Xander counted to five hundred then hit the door running. He slapped the two beasts just on the other side and back-flipped his way up a set of stairs to crouch on a railing perfectly balanced.

"I'm the local welcome wagon, welcome to the neighborhood. " one of the beasts leapt at him and he caught it in mid-air body slamming the creature to the floor. Down Odie." He snapped then dodged an attack by two more of the shape-shifters. He snared their feet in webbing then hurled them into the air to leave them dangling over a several foot drop. He saw a were-panther (reddish brown, not black) darting toward the back of the house. Knowing that Faith was coming that way he didn't give chase and instead laid into the crowd of beasts who had finally realized the darting form flitting among them was one man and needed to be killed.

He dodged as best and as fast as his spider reflexes let him. Landing punches when he could to keep his more persistent attackers at bay. "Danm it Faith get your Slayer ass in here." he muttered as he dodged a were-paw sporting claws the size of steak knives.

As they herded him toward a corner, he saw glimpse of Faith. He spun and ran to a wall, rebounding off it and scattering the pack like pins in a bowling alley. Bouncing through the doorway, he saw Faith angling for a shot at the fleeing Donnie but a larger creature that was obviously the alpha of the grub was about to jump her. Spider-man crouched and unloaded a devastating punch that caused the leader to yelp and sent him flying though a window

The last thing Xander saw as he leapt after the leader was Faith ram Donnie to the ground with an audible crunch.

Outside the smell of wet fur fouled the night. "Come out. Come out wherever you are." He called the flare of his spider sense almost arrived too late

"You're dead, " the Alpha male screamed. Spider-man back-flipped over top of the thing but the leader got a paw on him and slammed him to the ground. Crouching over him the leader bared his jaws intending to rip out the throat of the interloper. For Spidey, thought and action were one. He cocked his arm and fired a mass of webbing into the face of his foe. The beast screamed and tore at the sticky webbing. Suddenly the ground beneath them tore and ripped thawing both of them to the side.

A thing, a man in military fatigues rotted and decayed by time rose from the ground. It had a blindfold over its eyes yet it looked at both Spider-man and the Alpha male.

"You " the leader cried out in fear. "We lost you in Portland, we saw you die."

Wailing, as though in pain, the army man cried out, "I live as long as your sins need Punishment."

The alpha started to run. The Punisher dropped to the ground, crouching. Xander noticed for the first time that strapped to the demonic being's back was an odd assortment of guns that literally seemed to grow from its back. The guns swiveled seemingly of their own accord and locked onto the fleeing were-beast a roar filled the air and the leaders' body flipped high as shots twisted and threw it to the ground like a broken rag doll.

Xander looked on in amazement. "What the hell was that."

The Punisher returned to his feet and looked at Xander. "Justice, the only Justice his kind understand, or deserve."

He turned and Xander shouted to stop the behemoth "You can't just gun someone down there are laws, rules."

The zombie turned back "I used to believe that, Death opened my eyes to the reality. There is only action and consequence, crime and punishment. A life taken and Lives I take in return." The demonic thing slipped back into the ground leaving no trace it had ever been there. Save for the cooling body sprawled on the grass.

He returned to the house to find Faith in battle frenzy. Donnie was cowering in a corner as Faith raved at him between aiming kicks that took him in any part of his body not protected by the ball he was folded into. "Faith Don't"

She kicked him hard he crawled away but the enraged Slayer jumped on top of him and slammed his skull to the floor. Then she wrapped her fist around his throat. "She's dead because of you, now it's your turn."

Donnie let out a very human like yell of pain and then began choking as Faith began crushing his windpipe. Xander came up behind her fast and grabbed her lifting her off the prone and helpless were-best.

She swore and spun to tag him with her fist. He shook off the momentary daze and then released her.

"Are you better now, I signed on for a sweep and clear. You never mentioned murder "

"He attacked me I kind of lost it"

"Ah good of you to penetrate his cleaver plot. Cause it looked to me like he was running from you like his ass was on fire."

"You have to protect me, save me she's nuts." Donnie cringed

"Do I even need to tell you to shut up" Xander snapped at him before turning back to the still agitated Faith. "Ok out with it Faith, what detail did you leave out of your story."

"He killed my watcher."

"Kokistos killed your watcher "

"Harris been telling tells, He would probably blab any little secret he had on me."

"Harris isn't the issue, how did this guy kill your watcher.

"I knew Kokistos was on my tail, I was trying to stay on top of things, then lover boy comes on to me, love love, need need, playing on our past like going horizontal makes him special. I fell for it and he kept me distracted long enough for Kokistos to grab my watcher, the rest is history."

"He didn't come here looking for you he just showed up like everyone else does."

"If it weren't for him maybe my Watcher might still be alive, I wouldn't be living in Princess Buffy's shadow."

"You don't know that Faith. You were out for revenge, pure and simple."

"He had it coming "

"Because you got distracted, All revenge does is blind you to what's going on around you."

"I was totally focused."

"So focused, I had to hold off the entire pack and save you from the leader just so that you could get to Donnie, if anyone else had been at your back they would have been toast."

"I'm a Slayer, I realize with Buffy running around bonking them you forget but that means I kill the bad guys

Xander ignored her "Donnie the thing your leader was running from caught up to him. I suggest that you gather your pack and get out of town, the next time you see her will be the last time."

"I'm not letting him leave here alive."

"Then you come though me to get him, I don't want to do that but I'll do what I have to if it keeps you from doing something you'll regret."

"I could take you,"

"Maybe you could but could you do it and still catch up to Donnie-boy, you know I don't go down quick. Make the smart choice."

She cursed and spun on her heel, Donnie fled and soon the house was empty.

He searched the town and eventually found her at her motel on a whim he switched back to his civilian clothes. Thus, it was Xander, who joined her on the roof watching the Sun raise.

"What do you want, is it lecture time. "Did Spidey rat me out."

"He mentioned there had been words but from the way he talked he guessed you might want some non-Spidey time."

Faith laughed. "Figures I finally meet a guy who doesn't want to use me, abuse me or cower at my feet like a dog and I piss him off."

"He did the right thing, you would have regretted killing Donnie."

"It would have made me feel better. "

"For awhile, then you would have started looking for another Donnie and another. Soon the face and the crime wouldn't matter, just that killing them makes you feel better."

"You know what Xan-man thanks for come here tonight, and tell the Spider I appreciate him sending you over."

"Hey Spider-man knew that what you needed was a friend. " Xander said hopping down to the ground followed by the tortured Slayer.

"That's why he's an awesome dude, He knew I was totally jonesing for him but he guessed where my head was at."

Xander stiffened; "Please God do not let her say the words I know are coming" he pleaded silently to the universe.

"I guess that's why you hang out with him. He's easily twice the man I've ever known, you were sharp for hooking up with him Xander. I'm glad we can all be friends."

Xander had a brief moment as he watched her close the door. Spider-man could get in there. She would do anything for Spider-man, thing was Xander was who Spider-man really was and Xander was out here. Another female saw him as a friend and nothing more.

"How does Clark stinking Kent do this. " He moaned, as he walked homeward "No wander Bruce Wayne is crazy, he frustrated at all the chicks that love Batman and ignore him. "


	7. Crime & Punishment

I'd have whined more about the Faith thing but hey what's the point. She liked Spider-man not Xander; I had other concerns. The weird guy who killed the leader of Donnie's were-pack for one thing. If Faith taught me what happens, when you live for vengeance then the Punisher taught me what happens when your need for vengeance lives longer then you.

* * *

It was the death of a war buddy of Sunnydale High's Janitor, Sam, which restarted the hunt. The dead man was running from something that had scared the crap out of him before shooting him multiple times.

Willow had liked Sam and Xander remembered the old man well, when things had been bad at home, Sam had created an assistant janitors post just for the morose young boy. IF Sam needed their help they would deliver and he really needed help.

The gang staked out Sam's place that night. A huge creature, tall, hulking with a battery of rifles strapped to its back, tore its way out of the ground, and attacked the house. The Scoobies hit the deck with Angel taking a few shots protecting Willow. Realizing that the gang would not let him near the old man The Punisher swore vengeance and vanished as quickly as he had appeared seeming to drop back into the earth.

The ammo they dug out of Angel's body was a weird mix. A mystical combo of metal and organic, like it was alive or had been when the round had fired. Giles ran every test he could think of then convinced Willow to run a few more.

They had begun a search. The first clue was a complaint filed about an assault on a serviceman from back east named Frank Castle. The man had died under mysterious circumstances and some people claimed Sam and friends of his attacked Castle outside a bar on the night he was found dead in his home.

Someone murdered Castle and His family. Sam pleaded his innocence to Willow and Xander claiming that A well-dressed man had paid good money to have Castle beaten. A warning, he had told them, to stay away from his virginal daughter A warning, Sam and his friends had delivered most efficiently. The beaten Castle had still been alive after their attack and they had left him near the bar. Castle had somehow gotten home where later that night someone had killed him and his family. Sam had no idea who nor any clue as to how or why it was done

Willow and Giles confirmed that Castle had no other family. Now his wife, she was connected, very connected. Part of an old-blood magic clan whose exploits went back centuries. Her father was a magus of great power who was still alive. Sam looking at a picture identified Daddy as being the man who had paid him to lay the smack down on his son-in-law. Buffy offered to meet the mage and after she refused his help Xander confessed that Spider-man had met the Punisher previously. Giles insisted on Buffy putting aside her misgivings and contacting the web-slinger for help. Xander promised to try to get Spider-man there as well.

When Buffy arrived for their secret meeting with the mage, Spider-man was already waiting for her.

"So you decided to show." Buffy sneered

"Well can't have someone thinking that you are the best that Sunnydale has to offer." Spidey sniped. "So what's the scam, El Slayerino. "

"Powerful magical clans, feuding since before we were born, hell, since before some countries were born. Recently a demon like the one you saw has been striking at both sides and anything or anyone else that gets in the crossfire. "

"So your thinking that we offer to save his witchy-ass and he'll give us info to take out the big bad, nice plan I'll let you know how it turns out."

"Oh no this is my action you are strictly back-up."

"Relax Buffy I'll be too busy outshining you to steal your spotlight." Xander could not help but notice that his normal puppy dog persona vanished under the mask of Spider-man.

Their arguing stopped when two men came out of the shadows. A warlock named Cirrus Boldger and his brother Anton. Buffy recognized some of the fetishes on Anton's coat. They marked him a Necromancer.

"This is the protection offered by the Council of Watchers. The rebellious Slayer and a demonic avatar."

Cirrus laughed at the mystified Buffy. "Your companion has been marked by Arachnis, the Spider-god. He should be dead by all rights but I presume this is the source of his powers?"

"I owe it all to clean living and good hygiene." Spider-man joked. Under his mask Xander was unnerved that the mage could tell so much with but a glance, could he tell that it was Xander under the mask?

Anton laughed silently while his grim-faced brother continued. "It is good that you do-gooders have finally taken a stand in this fight." Cirrus said arrogantly

"What's he talking about." Spidey asked

Buffy shrugged "Council has avoided these little battles for a long time apparently anyone with brains does. Guess the thought of a centuries old cat fight get people nervous."

"Well since our enemy has given themselves to the Wolf, the Ram and the Hart your council would do well to side with us against them."

Cirrus was explaining his cryptic statement when Spider-man felt the flaring that was his spider-sense." We have company," he whispered

"Is it Gun Boy, " Buffy snapped.

"No not from the ground " He looked around "from above.". Forms dropped out of the shadows to land surrounding them. Cloaked warriors who moved unnaturally fast.

"The Hand." Cirrus cried out, "Brother, we are betrayed."

"Not by me" Buffy called and attacked the warriors. The warriors pushed Spidey's speed and reflexes to their limits.

Suddenly he was back to back with the Slayer, trying to fend off two warriors at once. A blade lanced into the chest of one of his attackers. Buffy had stabbed him. "Don't thank me, thank Xander." She grumbled

Xander spotted a warrior sneaking in from her blind side he webbed up the attacker and punched him. She looked at him amazed, "Saving the Slayer is good for my Karma. " he laughed

She smiled slightly and they waded into their diminishing army of foes with gusto.

Soon the one or two still awake or alive fled the building. Cirrus smiled triumphantly. "An excellent debut for our new partnership."

"Then why is my Spider-sense still buzzing." Spidey looked around. The ground began quaking and then ripped open. The Punisher sprang from the ground backhanding the wall crawler who was still reeling from the first battle.

Buffy instinctively moved to fight the zombie who slapped her aside. She crashed into Anton and the two went rolling to the ground.

Cirrus began gesturing. Power flowed from his hands to strike the Punisher sending him rolling across the floor but he quickly recovered.

His guns tracked the warlock who began running Spider-man tried to climb to his feet but one of the guns swiveled and shot him though the leg. The rest opened in a hail of fire, multiple shots hitting the warlock. Cirrus sank to the ground. He was dead.

Anton was fighting to get out from under the Slayer but she covered him with her body. The Punisher moaned. "Enough innocents have died protecting your darkness, another time Mage." He sank into the ground leaving Anton screaming for him to come back. Buffy trying to hold the demented mage down and Spider-man wondering how Xander would explain away the gunshot wound in his leg.

* * *

It turned out not to be a problem, he healed fast and by the following morning he could hobble around on the leg. Angel was in the midst of his weekly weapon cleaning when Xander asked for help binding the leg. The vampire used every healing trick he knew. They were looking at the effects when Buffy came bursting through the door.

"You guys will not believe what happened, the mage Spider-man and I saved last night, he told us the whole story and Willow did some checking and confirmed everything. You have to get to the library." She looked at Xander and Angel "what are you two doing?"

"Exfoliating" Angel lied

"Waxing." Xander said

"God how dumb do you guys think I Am. " she sat next to Xander "Xander Fencing is dangerous. You can have accidents like this all the time. You should practice with me. I'll go easier on you then Angel will."

"Fencing,"

"Well duh, I can see the fencing swords sitting on the counter and that spot is where he always tried to get an easy hit on me. You have to parry and then step around him he's usually off balance for a second."

"Yeah, fencing accident danm you are good. " Relief flooded Xander's soul

"Of course, now get going. Giles says this could be big."

Big indeed, the necromancer told his tale and it was a sad one. Feuding clans often bred hatred and vile hatred at that; the exception to that rule was Anton's niece, Cirrus' daughter. A healer and elemental named Valerie. Valerie had fallen in love with Frank Castle. When Cirrus had found out that Val was carrying Castle's child he was enraged. Anton secretly sent the couple away for their safety. Leaving Cirrus trying to find a way to curse his new stepson but old magic protected the new couple. Moreover, Val was a powerful witch in her own right. To get at Frank, Cirrus would have to withdraw that protection. He had done so, hiring men to bet the luckless Castle as a warning. That same night, the Clan's enemies used the brief opportunity unwittingly created by Cirrus to strike. Killers hired by The Wolf, The Ram and the Hart found the rest of the Castle family. The beaten Castle arrived home to find the Killers finishing with his wife and baby and then they turned on the already weakened man.

Although Cirrus blamed Frank for his daughter's death, Anton saw things differently. Therefore, when Cirrus commanded his brother to craft Castle into an undead engine of vengeance against their enemies, Anton secretly altered the spell.

Frank Castle would have the power to track the dark magic that had lead to his death. He would be immortal allowing him to strike repeatedly until everyone that was at fault was dead.

The weeping man explained that he blamed himself for the couples death but blamed his brother even more for not seeing that Valerie was happy and deserved a chance away from the feuding and fighting. The Necromancer had destroyed the fetishes that would allow him to compel or stop Castle. The undead creature would kill and kill until everyone tinted by dark magic, Anton included, was dead.

"I read about this Castle and he was one bad mother." Willow said quietly as the group meditated. "Special Forces and ranger trained. Even some stuff that is so classified I am scared to touch the data."

Giles nodded as he continued. "Apparently his favorite trick was to blend into the environment so well that he could appear out of the ground like magic and he was master class rated on more types of guns then I knew existed."

Xander whistled as he realized what they were fighting. "Well how do we stop him" he asked Giles.

The librarian shook his head "I'm not sure "

"And it's not our most immediate concern." Anton said softly " the forces of the wolf, ram and hart have detailed The Hand, a shadow clan to execute me. Anyone in the way, will be killed as well."

"Great a vengeful gun toting zombie wants you dead and a freaky demon ninja clan want you dead any other pieces of good news."

"Thank you for the exposition Xander" Willow smiled. "Anyway I may have a solution. Giles I want to check your magic books, maybe I can whip up something to lay Mr. Castle to rest."

"Why not get Mr. I-whammy- dead-people to do something." Xander asked gesturing toward Anton.

Giles drew his attention to the still weeping mage slumped in a chair. There would be no magic from the man this night or any other.

* * *

The next few hours, Willow and Giles poured over the Books. Eventually Anton snapped out of his malaise and helped. Willow quickly deduced the necromancer had done some complex magic to create The Punisher. She also found that telling him so in an admiring tone got him motivated to help with the saving of his life.

Finally the group met, "The Hand clan is the problem. We should take them out first." Anton insisted

"Ah no, the problem would be the undead psycho trying to off you." Xander pointed out

It went back and forth until Giles whistled loudly and shrilly. "Thank you, Xander is right."

"I am? " Xander asked shocked at Giles agreeing with him.

"For god's sake boy you aren't helplessly stupid, the reason you are right is the Punisher is the more manageable of the two threats."

Willow stepped forward "our badass boy is homing on dark energies, probably tracking the emanation of Anton's talismans and fetishes. "

"I destroyed the fetish that controls him, " Anton reminded them holding it up so they could see the shattered jewel

"But you didn't get rid of it or the rest of the ones you carry." Angel pointed out "That's how he's kept you in his crosshairs all this time, "

Buffy nodded "He's probably chose to let you live this long because it made it easier to track Cirrus as well. "

"We also know that the only person the Punisher wants to kill is Anton, the Hand clan won't be that discriminating. Giles said grimly

Buffy wanted to know how The Hand had managed to find them the previous night. Willow had a theory about that as well. "They looked for the shadow. All magic leaves some kind of impression. A concealment spell may mask an object but the right kind of spell can detect the presence of cloaking magic if not the object itself."

Anton's eyes brightened "Of course, just as a plane invisible on radar is visible to the naked eye. Its movement changes the way air flows as well, if that could be tracked the location of the plane would be betrayed astounding girl, and you say you've had no formal training." Willow basked in the glow of His comments.

"They also might have been tracking our movements." Angel muttered

"I don't know about Web-head but nobody followed me there." Buffy said defensively

Anton shook his head "It would be hard to say with The HAND, their skills at concealment and assassination made them the perfect tools for inter clan warfare. They kill without mercy and fight without pause. They are mystically connected to each other, what one sees the rest see, and if one falls in combat then his body obliterates itself rather then risk capture.

"Any other good news?"

Since their masters are demonic in nature, they have ever been the foes of the vampire Slayer on the rare occasions that brought the two together.

"Giles " Buffy whined

Her watcher smiled "relax I already have a full work up ready for you." He handed her a sheet of paper." some of their history and fighting styles."

"A dark ceremony could stop them. I am loathe to use its' power though. " Anton mused

"Whatever it is sketch it out for Willow we'll keep it as a option."

Willow and Anton began working on the ceremony of banishment. Xander and Buffy began sharpening weapons. He was working the edge into a particularly sharp sword when he felt a tingling. He was about to call to Buffy when she looked up startled and hurled the knife in her hands through the skylight of the library.

The ninja crashed through and landed on the ground the knife lodged in his throat. Xander looked at Buffy "Slayer sense?" he asked

"Cordy moment, I was looking at my reflection in the blade."

The ninja grunted and hauled himself up and looked around

"His eyes, put out his eyes or we are lost." Anton cried out the ninja gurgled again and collapsed exploding into dust like a vampire save that its all concealing uniform was left behind.

A rustling filled the library. "You know I just realized something, we should have called Faith " Buffy said

"I'm sure she'll have that carved on our tombstones. " Angel snapped

The first of them dropped through the jagged hold made by the first one. The rest made their own holes dropping into the room. Buffy and Angel launched themselves at the horde dancing and slicing with bacchanal glee. Xander considered sneaking off to switch clothes but soon he had a group of ninja to fend off. Secret identity be damned his friends were in trouble. Xander felt an odd joy at being able to cut loose with all his power and skill. He moved inhumanly fast. When he was not stabbing, slicing or decapitating; he went for the old school neck break. They barely stayed ahead of them all.

The horde descended on them like a dark rain. There were no noncoms in that room every one, regardless of skill, fought and fought hard. Willow tried out a host of defensive spells and then attack spells. Anton taught her spells that witches older and stronger then her had never mastered and she got them right because she had to. How they stayed ahead of the horde none could say but in those few moments, more Hand assassins died at the hands of team Scooby then in a decade of dark missions.

The ninja were drawing closer to Anton. Willow tried to keep them at bay but it was not going well.

Then there was a rumbling and the Punisher appeared. The being took one look at the room and then his guns started roaring. The Hand fell in droves before his weapons and unlike conventional weapons, reloading seemed not an issue with the demonic vigilante. Somehow, Castle's weapons never hurt any of the Scoobies. His apparently random shots never came close to hitting any of the defenders. The Punisher's weapons harmed only those he wanted to.

As quickly as the tide turned in their favour, it turned again. Several of the warriors converged on the Punisher lashing out at him. Soon they were again drowning in warriors. Xander did not know where they came from but danm there were a lot of them. He looked over at the Anton and Willow the two of them were conferring and Giles who seemed upset by the plan. Then Anton reached out and touched the watcher sending him to the ground in a senseless pile. Willow and he then joined hands and began chanting. As soon as the chanting began, the Hand tried all the harder to reach the duo.

"Keep them off, just for a moment longer." Anton called out

"What did you do to Giles?"

"There is no choice and there is no time for anything else. " Anton screamed then suddenly he dislodged Willow's grip and shoved her away toward Buffy.

He glowed brighter still and the Hand began slowing in their pursuit. They one by one stopped and dropped to the ground crumbling to dust as they did so. He wept and groaned his body swelling and pulsing with the power seething inside of him.

"Francis" he called "strike now and be reunited with your love. I swear I never meant any harm to come to you or her. "

The Punisher knelt and all the guns on his back locked on to the mage. None of them actually looked when the shots rang out. But they heard the high whine and felt the wind when the soul energy of dozens of Hand ninja exploded outward taking the remainder that were still alive into oblivion.

They looked around the room. It had been well and truly trashed.

They looked at Willow. "It was a soul siphoning spell their energy transferred to him the more people do it the greater the chance of survival but the soul energy of the HAND is dark, some of you might have been overcome. I guess that's why he shoved me away at the last moment. "

Giles comforted her "Do not feel bad Willow. You are at a dangerous stage in your development. Without even intending to you might go down a dark path. Consider it one of several lessons you will learn should you continue to study magic."

"So, because he had all that energy in him he was about to explode." Xander said wearily

Willow nodded "But by allowing Castle to strike him down it also released Castle from the effects of the magic holding him here."

They all turned to look at the Punisher who was standing looking at the spot where Anton had fallen "The mage is dead. So why are you still here?" Buffy asked quietly

"The spell says that killing the necromancer releases my soul if I want to pass on " his voice had a sad tone

"Well don't you want to pass on, you know, be with your wife and stuff."

"I would not go to where they are, that road is closed to me."

"Why, the lives you took were taken under compulsion " Giles remanded him

"If I had only taken those lives I would be free but I took other lives. Life the universe considered innocent. "

"The men like Sam and the others, they beat you up but did not kill you. By hunting them down and killing them…"

"They were innocent of my death I knew this, yet struck them down all the same."

"That makes no sense." Buffy snapped

"Buffy the universe doesn't make sense most of the time. " Angel said quietly " and even when it does, it is hardly fair."

The Punisher stood "But there are actions and there are consequences and there is punishment."

Willow smiled " And there is redemption, you kept the bad guys off us long enough for Anton to get the spell going. That saved the lives of my friends, that's a start."

"I feel the pull of darkness it leads me to Los Angeles there is much darkness there. Innocent lives that could be avenged. Evil that could be punished perhaps my redemption is there and then maybe I can go to Val."

The Punisher sank into the earth leaving them to clean up the mess and think up explanations for Snyder and others when students showed up on the Monday to find the library looked like a Rock concert mosh pit.

IF Buffy or Willow noticed anything odd about Xander and his newfound fighting skill they said nothing to him. They seemed satisfied that all was normal in Xander country. Angel reported to him that Buffy's only comment was that Angel had really done wonders with Xander's training. Angel and Xander agreed he should occasionally fall down, trip or look clumsy while patrolling with Buffy or Faith.

The case still bothered Xander. Therefore, when Xander was not patrolling Spider-man was. A week later he stood on a rooftop surveying the street. His senses warned him he had company so Faith was surprised when he said hello even as she come up behind him.

"Danm you are good," Faith smiled "So are you planning on taking on the whole demonic population on your own, B would like to know since retiring early is starting to look like an option. "

"Faith long time no talk,"

"Not for lack of trying I notice." Faith smiled sadly. Her sarcasm hid the hurt she felt. He had not tried contacting her in some time.

"I wanted to say sorry "

"Don't worry about it, I know the Punisher thing kept you guys on the run.

"Not about that; about other stuff. I'm thinking I came off as knowing everything. That's wrong, I'm still getting the hang of being a hero and sometimes I…."

"If you are about to apologize for stopping me from offing were-boy stow it. You were right. Killing Donnie would have been a comfort thing. WE don't kill for comfort we kill to protect those who can't protect themselves."

"Wow, that's profound."

"Ain't it though, way I figure it, I want to remember My Watcher then I could start by remembering all the stuff she taught me. I was hoping The Watchers Council would let Giles handle both Buffy and me but…. The council is sending some new guy named Wesley."

"Sounds like a stiff."

"You know but that was Xander's take on him too, according to B. Anyway I figure I owe it to My old watcher to be the best Slayer this new guy ever had to work with."

"Well you're already one of the best Slayers I've ever worked with." Spidey said quietly

Faith brightened "You've only worked with two Slayers and as far as I know you've only kissed one. " she wrapped her arms around him and held him close.

Xander was about to say something but Faith stopped his words with her fingers laid softly on the mask on top of where his mouth would be. "I know you and Xander have this complex friend thing. I do not want to screw that up. I just want you to know I already know how I feel and I can wait until you figure out that you feel it too."

"Yeah well Lady I'm getting lost while you still have respect for me. " Spider-man launched himself into the night leaving Faith to stare after him.

"Well that's the first time anyone ever called me a lady…and meant It." she smiled sadly.


	8. All the small things

Xander crouched over Joyce's grave. "You know how people say I'm clueless Joyce, well I've come to understand why. I do not see the little things; the details that conspire to ruin an otherwise miserable life turning it into dross. Three apparently unrelated things happened shortly after The Punisher thing. If I had been paying attention I would have smelt trouble but then I am not a details man. The little things get by me.

* * *

Tony Harris grunted as a fist rammed his stomach.

The Asian woman, wearing a form fitting dress, paused in front of him to draw smoke out of a cigarette holder before nodding to the two thugs holding him that they could continue.

"Please give me a another chance." Tony was blacking out, that was bad news as long as he was awake they would talk once he was out of it, they might decide to kill him.

"Tony, we have been very patient," the woman said coldly "when you don't pay it makes us look bad." She paused to smooth her dress showing off her sleek curves. "Do I look like someone who wants to look bad."

"I could have part of the money by next week "

"How "

"My, my son he gets paid a lot for photographing Spider-man "

The woman held up her hands, the goons stopped their brutality. "Really, how often does he take these pictures."

"All the time, kinda famous for them."

"A Harris famous for something useful, Alright Tony you've convinced me. I will give you more time…if you tell us everything there is to know about your darling son's relationship with Spider-man. "

Tony talked. Telling them everything he knew or thought that he knew. If it dawned on him he was betraying his son he justified it in his head as he always did. The little brat had ruined his life. In Tony's mind, Xander had it coming.

When he had finished, the Lady nodded sagely. "Your banned from the tables until you pay…. Half your debt. But for your co-operation Yukari the new girl, can give you a guided tour of the members only sections."

"That's nice of you, can I ask why "

"If you were smart you wouldn't but then if you were smart you wouldn't owe us the money you do, your son's little friend has been causing headaches for some associates. Thanks to you, we can get a little payback. Will that be a problem for you?"

Tony Harris had blown off so many opportunities to be a good father he rarely noticed them any more. "Of course not, anything you want to know. "

Tony scuttled into the club followed silently by the goons who had been working him over. The Lady waited until she was alone then made a call on a very advanced cell-phone. "I was taking care of the Harris thing, you will never guess who his kid knows…. Spider-man. Kid takes the pictures and gets cash." She listened to the person on the other end of the line then laughed. "Of course I know who would be interested, why do you think I called."

* * *

Buffy and Willow sat in an out door café waiting for Xander to show up. He was running late and Buffy was growing annoyed at his now frequent absence. She had made jokes that the only thing he consistently showed up for was to get a shot of Spidey doing whatever a spider-man could.

"…And this program is going to be the best on the coast." Willow was saying looking at the UC Sunnydale Course book; she was well pleased, already assured of a place in the best schools in the country she had elected to remain in Sunnydale.

Buffy looked at her watch, "Wasn't Xander supposed to be here by now."

"Lately he lives according to Xander-time. If he showed up on time for something, I'd start looking for the pod he hatched out of. " Willow pointed out sarcastically

"And always it's the same couple of excuses. There was traffic, there was a disturbance. He's ditched Cordy a bunch of times since they started dating. " Buffy looked around to make sure they weren't being overheard. "If I didn't know him so well, I would say he was seeing some girl on the side. "

"Ohh, how Melrose Place. " Willow gasped "you think he's been…. With Faith."

"No offence to Xan, but if he bagged Faith he would be shouting victory from the rooftops. And besides she thinks he's…"

"A Good Friend " they chorused then started giggling

"Well something's tiring him out he slept though class the other day. Lucky the teacher was totally distracted or she might have heard the snoring."

"Well his ass better have a good explanation for ditching us or else…."

A bus roared by, skidding around a corner screeching as it went. A few seconds later Spider-man swung by trying to catch up to the bus.

"Well that's convenient. Come on lets go." Buffy said dashing away from their table leaving Willow to throw money at the waiter.

The bas was racing down the street and Spider-man landed running. Racing alongside the out of control vehicle, he easily outpaced the speeding Bus. Reaching up he climbed on to the bus getting to a window. "What's up with the driver?" He asked loudly.

"He slumped over we don't know what going on." A woman said fearfully

"Relax help is here," he said soothingly. He mounted the roof and peered over the edge. The driver's unconscious form slumped on the wheel.

Spider-man crawled to the front of the bus and sprayed webbing on the axles. Then bracing himself began pulling the web-line tight. A squealing announced that the bus was slowing. The flaring of his Spidey sense was almost annoying at this point. "What now?" he cursed. Up ahead, morning commuters were scrambling out of a busy intersection. If the bus was still moving when it reached that intersection it would be a disaster. "Come on Spidey, pull danmit." He grunted. The bus gradually slowed and then stopped just short of the cross street. The crowd of morning commuters clapped and cheered. Spidey waved as he ripped open a rooftop opening, dropping into the bus.

"Folks, police will be here in a moment they will get you on your way." He said jauntily

A one armed man stood and gestured to the driver. "He collapsed a few minutes ago the driver may not be able to wait any longer."

"Don't worry sir I'll get him to a hospital, wonder and joy of proportionate spider strength and speed."

He picked up the driver and tossed him over his shoulder then leapt through the opening before web swinging away baring his human burden.

The one-armed man sat back down. He looked at his companion a hard-faced woman. "Remember all the things I said when I turned you down, I take it all back."

"This will be a one of a kind research opportunity Conners."

"I'm still not sure about your little after-school project whatever it is Walsh but …this town definitely has possibilities."

"I'm glad you agree with me " smiling, Maggie Walsh extracted a cell phone and dialed a number. "You will never guess who we just encountered…Spider-man, that's right Conners is onboard so I want the facility ready to roll by Fall Semester."

* * *

"…But by the time I got to the Hospital Spidey was long gone. " Xander explained to his two friends who told him of Spider-man's morning rush hour rescue.

"Some of the passengers were teachers at UC Sunnydale so Spidey did us a favour by saving them." Willow gushed excitedly

The three headed into the library where Giles was entertaining an adult couple. The man was slightly overweight and looked like a teacher. The woman was dressed in a flowing poncho. Her eyes brightened on seeing Willow who squealed at the sight of her.

"Aunt Rose, when did you get into town. "

"This morning, we're heading for a conference in LA and I wanted to see my dear sister and my favorite niece.

"Your only niece " Willow said excitedly as she hugged the woman

"And who is this hulking young man beside you. Surely this can't be Alexander." Rose smiled beamingly and embraced Xander.

"Hi Aunt Rose, Hi Uncle Otto." Xander chorused he had known the eclectic couple since he and Willow were children and they had encouraged him to consider them family.

"Buffy this is my Aunt Rosalie and her husband Otto Octavius." Willow gushed Auntie & Uncle Octavius live back east. She teaches Art History. And he

"…Blows things up is what Willow's mother insists on calling it. Octavius laughed as he gallantly took Buffy's hand and kissed it.

"Guys, this is my best friend Buffy Summers, her mother runs the gallery here in town " Willow beamed and Buffy shook Rosalie's hand.

"My mom has all your books. I never dreamed you were related to Willow."

"I'm her mother's sister but you, you're Joyce Summers little girl, well this is a small world."

Willow gushed about her exciting news. "Ohhh, I sent in my application to UC Sunnydale and they said yes I'm studying with Curt Conners next year."

Otto smiled. "Well now I have a reason to take him up on that consulting job he mentioned. Just an excuse to have me where he can keep an eye on me. What about you Alexander, what's are your plans for after high school

"I'm not sure yet " Xander smiled nervously

"Oh don't listen to him I'm trying to get him to take an arts course. Turns out Xander is like the best photographer ever." Willow smiled proudly

Rosalie clapped her hands delightedly. "Really, that is wonderful can I see some of your work."

"Well I don't really have a portfolio or anything" Xander said shyly. He had not counted on Willow

Willow beamed and yanked out a folder. Inside were many of the better pictures he had taken. Some were of people in and around Sunnydale and a few landscapes shots but most were photos of Spider-man. Rosalie turned a critical eye and gaze at them. Occasionally she glanced up from the portfolio to look critically at Xander.

"Your sense of perspective could use some work, your focus is atrocious and your framing, really Alexander, some of these, they look like you were not even holding the camera."

"They suck huh?"

"If you were in my second year class back east and showed me this, I would say yes. Considering you've had little training and assuming things at home have not changed." She looked hopefully at him, but Xander shook his head "then I'd say that your talent is nothing short of astonishing."

"You really think so."

Rosalie beamed, her face an eerie echo of Willow's "with a good instructor and some hard work on your part Alexander, you could easily become a premiere photographer. You've so much potential "

"I've heard that before " Xander said

"And why wouldn't you boy," Otto smiled "You've been showing talent and resourcefulness since you were a child. Thank god, you have Willow to encourage you. If taking pictures is your talent then you have to share that gift with the world."

"Willow how did you end up with such a cool aunt and uncle " Buffy laughed

"Blame it on her mother," Otto laughed "She had the choice between the business major and the brilliant physics genius. She wanted the security, Rosie wanted a challenge."

"I consider myself lucky, " Rosalie laughed as she hugged Otto. "If I had not been doing a paper on Cyrano De Bergerac when we met I might not have found inarticulate declarations of love so romantic."

Willow laughed "Since Xander and I have been friends since foot PJ's He's known Aunt Rose and Uncle Otto as long as I have."

"So you're joining Curt Conners classes at UC Sunnydale I hope you are prepared to work young lady," Otto said seriously "Conners is a friend I expect to hear nothing but good reports about your progress. You are such a gifted child my dear I know you will make us both proud "

"Thanks uncle Otto." Willow was blushing furiously

Rosalie turned to Xander. "I know the Arts teachers at UC Sunnydale Alexander, if you'd like I'll make up a letter of recommendation for you." She smiled in Buffy's direction. "In fact, if my word isn't good enough, I'm sure someone who has all my books would provide a letter of recommendation if I encouraged her."

"Mrs. S, are you kidding."

"Surely, she has seen Xander's work Buffy "

"Are you kidding Xander keeps his talents under lock and key. If it weren't for Willow I don't think any of us would know about the pictures in the paper."

Rosalie looked again at he photos. "So primal and fierce, no wonder he lets you photograph him he looks like something out of a dark fairy tale."

Xander smiled shyly at the young Slayer. "I never wanted to ask Buff, I figured it would be…"

"Please, Mom has practically adopted you anyway. We will ask together. I think the chance to get her Rosalie Octavius books autographed, will put her in the best mood for the question.


	9. The Shocking Truth

Well you know the rest Mrs. S you came through for me like you did for all of us at once time or another. I like to think you forgave me for the trouble that came out of me being at UCS. I like to think that because I don't think I could live with the alternative. The mayor was getting ready to make his big move, but even as the big bad was making his play for the future so were we. I had the letters you and Aunt Rosalie did for me but I needed really good SAT's to clinch the deal, Remember the jokes everybody made about my shockingly effective tutor, well the real story was bit more hectic. See there was this girl…."

* * *

A tired looking yet attractive woman climbed off a bus. Looking around she drew a long topcoat tighter around her partially concealing the rubber body suit she wore underneath it. To think I've come to this. She thought disgustedly to herself. "Hiding in a hick town that barely…." But there was no time for bitching about her fate. She was on a schedule a tight schedule. After a few minutes inside the Bus terminal, she stepped out into the warm California night. She spotted a telephone booth private enough for conversation. As she made her way toward the phone, she passed a man who spotted her athletic form and sensing and easy target came off the wall to fall into step with her.

"Listen, you look like you need a friend. Let me guess new in town looking for …family" His warm tone of voice was practiced and casual

"No, just a friend." The Woman responded increasing her walking speed. He stayed with her though, just like any good predator. .

"Ah that's a shame. Family can be important. They can look after you when times get hard. Tell you what let me buy you a meal and we can see what we can do to help each other."

The lady paused, her last meal was hours ago and she was hungry and tired. "I could use a meal, but …I don't have too much money."

"Not to worry, I can hook you up and later on I'll find you a place to stay." The man smiled already planning the many "tasteful video projects" a looker like this one could feature in.

"Wow, that's kind of you. To help a total stranger you must be kind. " She slipped off one of the opera gloves that encased her hand and arms up to the elbow

"Hey we all need a little something from time to time what's your name sweetie." The man smiled wide and full

"Gwen, Gwen Raiden." She leaned in grabbing the man's head as she did so. She gave him a deep kiss. Anyone watching would see a couple locked in a moonlight embrace. An intimate moment marred only by sudden grunting and twitching coming from the man; convulsions that caused his body to sag helplessly against Gwen's body. No one wondered at his convulsions or the steam that rose from his mouth when Gwen stopped kissing him. Because no had seem him die. He lurked in that very spot precisely because no was ever watching

Gwen let his body drop to the shadowed ground checking to confirm she was alone and unnoticed; she took his wallet along with his pocket change. After all there was still a call to make but first to find the number. Information in Sunnydale was very helpful and soon she was dialing a residence. "Xander Harris, my name is Gwen Raiden we have a mutual acquaintance, an old friend that is coming back to town. I need your help because if he finds me before I find a friend of yours …it's going to very ugly." She hung up the telephone and Gwen Raiden did something she had not done in a long time…. She prayed.

* * *

Xander was studying intensely. His application to UC Sunnydale was not a lock and good SAT's would help. Giles had encouraged them all to study hard. Even giving Buffy a night or two away from slaying. Wesley and Faith were taking up the slack. It severely tested. Faith's resolve working with the stuffy arrogant Brit. Faith was trying but Wesley was difficult.

Xander was having a concentration deficit. He would have skipped out long ago but Angel was patrolling the loft. "Buffy made me promise to keep you on track." He said resolutely

"This is me studying. I have no interest in anything vaguely non-SAT related. ": He whined

"Then work" Angel hissed pointing at the worktable buried under the weight of various textbooks. All open to various pages.

Xander pointed at the telephone. It's ringer turned off by Angel long ago "The light from the phone is blinking how can the light be blinking."

"The light is blinking because there's a message. Now get back to work. "

"The world might be ending, there might be trouble."

Angel pointed at the books and Xander turned to them sneaking glances at Angel as the vampire answered the message Gwen had left fifteen minutes ago.

"Well?" Xander asked eagerly as soon as the telephone was back in its cradle.

"It's some girl, she's asking for you but she's looking for Spider-man."

"There you go, trouble is brewing and Spider-man must be there." Xander said raising from his textbooks to sprint for the closet containing his costume.

"For all you know it could be deathtrap." Angel smiled slightly

"I should be so lucky. Besides," he pointed at the topmost book "it's science, what good will science do a wall-crawling superhero."

Moments later Spider-man hurled himself over the roof of the bus station and looking down spied on the paramedics wheeling a body out. The attendants were talking about the corpse on the gurney, a medical mystery. He looked like he had absorbed a massive electrical discharge. Spidey groaned. "This does not bode well for the Spidey guy" he murmured. .

Launching himself into the night, he swung past Faith's hotel but she was not in. He started web-slinging around the block searching for anything out of the ordinary and he soon found it. Four dark men attacking a woman. She fought them off using a combination of kung fu kicks and punches. Those produced bright flashes as though she was trying to tazer her attackers. Whatever it was she was trying to do, wasn't working. Her attackers where herding her deeper into a dead end alleyway. Soon they would close in for the final rush.

Spidey dropped from thirty feet onto one of her attackers, it got the attention of the rest. "Sorry guys, would love to kick ass individual-like but will you settle for a group rate ass kicking." He webbed up the startled thugs before hurling them all into a wall. They landed with a bone jarring thud that caused even the woman had just saved to wince in sympathetic pain. A few more strands of webbing and the muggers were hopelessly entangled in more webbing. They would be going nowhere.

"You look new, were you looking for me?" Spider-man asked the girl, who nodded cautiously.

"You're Spider-man? The guy who nailed Electro is a spandex suited cosplayer." Gwen asked mystified at what she had just seen.

"One, this is not spandex; two, yes I'm the guy who took out Electro and as evidenced by the four dupes residing adjacent the wall… I pack more of a punch then meets the eye and three, who the hell are you anyway?"

"Gwen Raiden " she paused expectantly

"You say that like I'm supposed to know you. I don't get Bad Girls In Bondage Monthly." Spidey snorted referring to Gwen's form fitting clothing. "I'm assuming you're responsible for the flash fried corpse at the bus station "

"You mean the wannabe pimp, yeah that's mine. This Xander Kid works fast."

"I was in the neighborhood. So what do you need from me "

"Protection from Electro "

"Electro is locked up, and still crazy as a bed bug the last that I heard "

"Oh no, that's old news, someone with influence moved him…elsewhere. He is still crazy though and obsessed with me. I can handle myself against humans but he is …a little different."

"What about these boys. They don't look like Garden variety street thugs."

"Hey, you're the masked vigilante, I'm just the new girl in town Thing is I need help and you're my only hope."

"Whoa Princess Leia how's about I check your story before we go racing off on another exciting adventure. Let's start with Sparky, if Electro is in town he won't be hard to find."

"What's the problem don't you trust me." Gwen sounded annoyed

" By answering that question, I'd embarrass us both. .I have a safe place you can go for tonight. We can start trying to get Electro off your tail in the morning."

* * *

Xander came out of the bathroom to find Gwen standing in the middle of the loft, she had made good time to the apartment showing up shortly after he had dropped though his skylight and stashed his costume.

Angel introduced him to Gwen. Who smiled at him. "Thanks for sending the Calvary, Harris."

"So what's the situation." Angel asked

" Electro, from what I hear he came from here and Spider-man was the one who beat him the first time. Recently he got loose from the facility where they had him locked up." Gwen sat at the worktable occasionally paging though Xander's textbooks.

"Where do you come in." Xander asked

"He and I crossed paths." Gwen replied evasively "He's decided he really wants to get together in a big way "

"Why?"

"I have a gift ...or curse, depending on how you look at it. My body generates an electrical field. If it reacts to electricity I can effect it "

"Well there's the connection he generates the same kind of field." Xander said thoughtfully

"Yeah, except he's losing cohesion. Holding his body together is getting harder for him. He's figured out that draining my power might keep him alive."

"I'm guessing you have issues with that " Angel muttered

"The one time he got a hold of me it felt…. " Gwen's face went pale as she hugged herself. "It felt like I was dying."

Angel turned to Xander "Spider-man feels she might be safer here. I disagree but..."

Gwen sighed "Look if its money you guys want or need "

"No it isn't money, laughing boy here needs study time." Angel pointed at the books in front of Gwen "The SAT's are coming up and he needs serious prep." He grumbled

"Really, That I can help with. I had great scores on my SAT's; plus, I have a guaranteed method to keep him on track."

"Really?" Angel said doubtfully

"It's a two part program, I tutor you and help you prep for the test." She casually removed her gloves

"And the other part." Xander asked eagerly

"Every time you get distracted, every time I think you're getting distracted I'll zap you. " She reached out and poked Xander in the arm. A powerful shock lanced through him causing him to scream.

"Now, let's start with science." She walked slowly toward him. "There are objects that you can hold onto in this apartment that will protect you if I touch you.. They are called grounds." She rubbed her hands together. Xander could almost swear he saw sparks flaring as she did so. " Let's find them together shall we."

"Oh God c'mon…(zap, scream) Angel , (zap, scream) for the love of Buffy …(zap, scream) "

* * *

The Sunnydale power plant was so efficient these days it practically ran itself. Of course, from time to time, you had to check circuits and things. However, mostly the place ran fine. No body talked about the Electro incident…. Nobody who wanted to stay employed.

A technician was doing one of these rarely needed checks. He looked at a control panel. Power readings were acting flaky tonight. Surges were running through the system, the tech grunted, reached out for another control, it sparked giving off a small charge, and the tech was shocked. He looked at it but it seemed fine now. Leaning in he looked at the readings for the panel. An arc of electrical force lashed out and seized the man convulsing him in pain. As the discharges increased the man floated upwards. His cries screams and gurgles when unheeded as high voltage drew the life from him. As he flopped finally to the ground, the arcing fused into a ghostly form. Electro was home

Warren looked at the dead meat bag in front of him, he felt nothing for them now. He was so much more powerful and as soon as he found Gwen, beautiful Gwen with her even more beautiful electromagnetic aura. Well then, his power would be complete.

* * *

Deputy Mayor Finch opened the door to the inner sanctum of his boss Mayor Wilkens. Wilkins was a multi-term Mayor he campaigned on a platform of good government, fiscal responsibility and a very exacting policy of ruthlessly destroying anyone who dared oppose his goals. He had single-handedly made Sunnydale the envy of southern California towns. It was a place to do business, raise families and launch plane for the apocalypse. If you made life easy for Wilkens then he made life easy for you if you complicated his long-term goals then your body would turn up in the desert assuming he liked you. Otherwise, the buzzards would not even know where to look for the corpse.

Wilkens stood looking out the window cradling a drink in his hands. "Ah Finch-Y where is my beautiful box. " Finch did not know what was inside but considering the mayor's constant obsession was his Ascension, it was obviously connected to this singular event.

"Ms Raiden didn't have it with her, I dispatched a team to… deal with her but they were accosted by Spider-man. I'm looking into the details but apparently shortly after she …obtained the item, she started being stalked by Electro. I'm sensing that we won't see your Box until that situation is dealt with."

"Finch, you know why I'm good at my job. Because I sense potential where other don't. if someone is going to be an asset I ensure that person is allowed to blossom and bloom and if I sense they will be an obstruction well then I'll cut them down and burn them out and warm my hands at the bonfire I make from their ashes."

Finch paled, he knew, somehow Wilkens already knew "The woman didn't have the box on her when she arrived at the bus station the people we sent confirmed that."

"Did they ask Spider-man , oh yes they were too busy having their tails kicked by him to ask."

"We are still trying to determine if there's a leak of some kind, you know, figure out if he learned of the "

"He is a do-gooder Finch." Wilkens cut him off "and like do-gooders everywhere lives to screw up the perfectly laid plans of Mice, men and Mayor hoping to become demons. If it wasn't for the fact that his presence along with the Slayers keeps the petty thugs and demons from making too much trouble I'd have them killed."

"Speaking of that, we are still trying to find that weak linkmaybe this Faith person, she seems to be one of those borderline cases. Could go bad with the right persuasion."

"Well start persuading Finch by all means start persuading. The other side has two slayers and a super-powered masked vigilante that hardly seems fair."

"It will be handled"

"And Finch, " Wilkins smiled beatifically." Please get me my box back. I went to a lot of trouble to acquire it and nothing, not Ms. Raiden's personal problems, not the Slayers not this Spider-man will stop me from using it." Wilkins grabbed Finch by the shoulders and squeezed painfully untill the bones groaned in protest.

"Just so that I know …How far should I go to take care of this."

Wilkins turned back to the window "An acceptable body count would be the entire city population starting with our heroes."

* * *

"…and then she looks at me and says -- Xander Harris, I remember a Xander Harris, tall nice lines and fairly good teeth. I think I was dating him but since he ditched me all the time I can't be sure." Xander was lamenting the end of his on again, off again relationship with Cordelia Chase. Ending the relationship had proved difficult since Spider duties inevitably kept him away from the break up conversation she had been waiting to have.

Buffy, while not the biggest supporter of Cordy Chase, was amazed at Xander's apparently cavalier treatment of the social queen bee. "You have to give her space. Cordy is just very upset."

"I know from upset Buffy," He sighed " She was right through the roof pissed."

"If you ditched me I would be pissed, " Her annoyance finally showing "How am I supposed to take you side if you treat girls in such an Un-Xander like way. Xander Harris does not ditch his girlfriend. Xander Harris puts all those gothic poet type guys to shame with how well he treats women."

The duo rolled through the door to find Willow hard at work on the library computer and Giles re-filing his mammoth card catalogues. "Ah Ms. Summers late as usual." Wesley's impatient foot taps served to remind Buffy of her intense dislike of the man's oafish behavior. Wes was observing (read, Spying on) Giles. His haughty arrogance bolstered by family connections to The Watchers going back many generations.

"I was trying to find something school related I had to do." she said, her annoyance reaching new levels

"I was helping." Xander supplied

"Mr. Harris your connection to Sunnydale's resident wall-crawling miscreant already compromises you as far as I'm concerned. Why Rupert tolerates you interfering in the training of his young charge…"

Giles cut the man off, something he found he increasingly had to do thanks to Wesley's startling lack of decorum. "I tolerate Xander because he is resourceful if a tad impulsive, plus his connection to Spider-man gives us an additional weapon to use against the forces that assault this town. We need all the help we can get."

"All that running around in costumes, it all seems so distasteful." Wesley murmured disdainfully

Xander's sarcastic comment was derailed by Cordy rushing into the library clutching an amulet. She paused looking at everyone except Xander.

"Listen Cordy I want to…" Xander started

She cut him off "Later, Giles could you…. Could you hold onto this. Please." she shoved the necklace into his hands.

"What is it?"

"It's a weird thing and weird things belong with you. "

Xander tried again "Listen Cordy I really want us to "

She cut him off again. Her eyes darting around the room like it was her first time there. "Look we can be friends OK I realize you have things going on…and the things that you have going on cause you to be weird. So. I'm going to just, you know, be understanding about the things that you need me to be understanding about and then you know that will be that." after delivering her disjointed speech she panicked and fled the library.

"That was so much less eloquent then I'm used to from Cordelia " Xander said

"Ohh eloquent" Buffy smiled "I sense large word usage. Could this indicate we are ready for SAT's"

"Blame it on our latest crisis. Gwen Raiden, she of the electrical aura and tight body suits. "

"And this woman is tutoring you I'm sure." They wandered back into the library Willow had finished typing and was printing up information about Gwen Raiden.

Willow answered her "Hey he may have a winner here her school record's that her SATs were pretty wow. Of course the criminal stuff is pretty interesting too." Willow handed Xander a print out "She is some kind of super thief no job to difficult."

"Then either she is here to steal something and is using Electro as a cover or she already took it and Electro is chasing after her for it."

"Either way, she cannot tell us jack if Electro kills her first" Xander said meanwhile he was thinking, why not just ask him what he wants with her.

That afternoon Xander remembered a vital errand. So after excuses were made he vanished from campus. Minutes later Spider-man landed on the roof of the Sunnydale power facility. This was where Electro had been born and he sensed that it might hold some attraction to him still.

Dropping through a window, he wandered through the dark corridors eventually arriving at an open area. The smell of burning ozone and oxidized wiring told him Electro was here

"Hey Warren, Long time no talk, we should discuss your new girlfriend."

A burst of power turned on lights in the room and electricity began arcing from one light to another. The voice of Warren hissed through the gloom. "So freak still have everyone fooled, thinking you're a hero."

"Well I'm thinking the lack of having killed people worked in my favour you might try it."

"I do what I have to, to survive. I'll do what I have to, to Gwen."

'Yeah about that she doesn't want to see you anymore. In light of your attempt to kill her I can't really blame her."

"She has power, power like mine. if I can absorb enough of her bio-aura I can reconstitute my body. Become whole again, human again."

"And the chance that you'll kill her in the process…"

"She is a criminal, a thief, a freak like you nobody will miss her just like nobody will miss you." Power lashed out from Electro's hands. Spider-man dodged the bolt

"Listen to me Warren you are losing it, Those things that turned you into Electro I can get you help. Get them out of you "

"I can fix myself. The girl will give me the power to be normal again then I'll pay you back for ruining my life." Electro fired more bolts at him, but Spider-man dodged quickly. As he raged and fought, Warren's body started to fading, growing more indistinct.

"I have her under protection you'll never get near her "Spidey said watching the now ghostly youth.

"You forget bug man anywhere there is power there is me I can sense her and when I find her I'll make her power mine." Warren vanished and the power surges skipping through the room faded with him.

"Well as interventions go that one blew huge chunks." Spider-man grumbled as he crawled out a window.

* * *

Gwen showed up at the school. Giles smuggled her in by claiming that she was helping aid the improvement of the physics section of the library. Snyder thought that was a lie until she pointed out at least two dozen errors in the textbooks currently in stock. After that, all Snyder could complain about was her clothes. Again, she was wearing a rubber cat-suit, burgundy in colour.

"I say, your grasp of physics is impressive." Giles whispered after Snyder had stalked away

"When your body generates a bio electric field powerful enough to jump start every car in the parking lot and still power the school, it pays to be aware. Besides I didn't have a lot of friends growing up. I had time to read…a lot of time. "

"Maybe if you weren't stealing from them." Buffy sneered as she arrived in the library Faith was just behind and yowled like a cat. She avoided Buffy's dark look

"The stealing was compensation for being both very smart and very bored I'm guessing you'd have no idea about at least one of those."

"I know I'm getting bored with your little girl lost routine. Maybe Xander swallows that one but I'm thinking there's more to the story then that

"I hear a cat fight" Xander joked "will there be a Jell-O component possibly mud." He had just gotten back from his disappointing trip to find Electro and found the tension between Buffy and Gwen to be an amusing diversion from his depression.

"What's with the teen queens I asked for Spider-man's help not his amazing friends" Gwen sneered.

Xander explained, whilst restraining Buffy, that Spidey had confronted Electro who seemed to feel that her criminal activities made her a prime candidate for life leeching. She snarled and whined but eventually told her tale. Hired to steal a box, whose contents were both valuable and unknown, she had stumbled across Electro. He had apparently fallen into the possession of the owner of the box. This person was keeping the boy like a caged animal. Gwen, sure that Electro was a mutant like unto herself, had freed him. Instead of thanking her, Electro attacked her. It had taken all she had to survive. Fleeing, her attempt to get her payment for the box she had stolen went up in smoke along with her client courtesy of Electro. She had discovered that persons unknown in Sunnydale desired the box so she had come to Sunnydale looking for help.

"You hoped that whoever wants the box here in town will pay you but you have to make sure Electro doesn't fry them like he fried your last meal ticket." Buffy was still feeling bitchy

Those goons were working for whoever wants the box. The person in town knows you are here and wants their stuff preferable without having to pay for it. " Faith mused

"Don't you like it when we get those danmed if we do danmed if we don't situations." Xander said brightly

OK we need to get to the box before the bad guys do." Buffy said dropping into chosen one mode.

"They have to be watching us as soon as we make a move they will be on us." Faith agreed

Wesley finally spoke up "Then we divide out resources. Buffy will draw our enemies here in town whilst Faith accompanies Ms Raiden to retrieve the box."

"I could go with …" Xande started

"No" Giles and Wesley chorused

Giles turned to Xander "You need to find Warren, I still have the notes I made from the last time we faced him."

"I might be able to use those to de-spook him." Willow smiled confidently "I think a Spirit relocation spell."

"Ok I'm looking for Electro." Xander sighed

Giles reminded him "Look for, Xander not confront. Remember you are neither Slayer, nor Spider-man. I doubt you'll fair well should you do something overzealous."

* * *

Faith and Gwen waited until traffic had died down some at the Bus station before making their move. They headed across the parking lot and were about to head inside when Spider-man landed on the awning over the door.

"Spider, " Faith smiled "glad to see a friendly."

"I see you got stuck with the electric Girl Scout can I tag along. The Electro hunt is going nowhere."

"Red has some mojo whipped up that's making finding him easier."

"Then they don't need the friendly neighborhood wall crawler."

Gwen grunted in impatience. "If the wannabe badass and the wannbe smart ass are done could we get this going."

She darted inside and missed Faith's dark look. Spider man flipped to the ground and patted Faith on the shoulder. "Temperamental little minx isn't she"

Faith laughed " remind me again why I'm risking my life for this woman. " she explained the plan.

"It looks good in the ole' Karmic Grab bag." He said as they chased after her

The trio headed across the floor toward the lockers. "so where's this do-dad at." Faith asked looking around to make sure they were being ignored

"In the lockers of course, I wanted to keep it safe " Gwen muttered as she surveyed a row of metal lockers.

"You locked an object of such power that at least two sets of people are willing to kill for it in a bus station locker. "

Gwen techno-babbled an explanation of what she had done. Spider-man was amazed when Faith nodded. "She used her powers to create a powerful magnetic field that keeps the door closed. They'd need something the size of a pickup to drag it open."

"Check you out Bad ass Slayer and Rhodes scholar all in one."

Faith smiled "I did go to school you know and I paid attention …of course it helped the science teacher was hot."

Gwen stepped up to the locker she removed her gloves and put her hand to the locker door.

The flare of his spider-sense was the only warning they had. A brief burst of power from Gwen and the door banged open. Electrical discharges arced through the bus station.

"I'm guessing this is bad. " Faith muttered

The discharge fused into the ghostly form of Warren. "I've put him down before; get Gwen and the box out of here."

"Nobody is going anywhere." Electro flung out an arm and power bolts fused the door shut sealing them inside. "Not until I've regained what's rightfully mine."

"Stolen, you mean. Killed someone else for what you lost by accident."

"Not accident, if you hadn't interfered I would have gained control made Cordelia love me again."

"You tried to kill everyone including Cordy."

"You're still alive, a fact I'm taking care of right now." Power bolts arced and twisted through the air. Gwen and Faith took cover as Spider-man dodged around the Station.

Gwen looked around and spotted a metal cover plate set in a wall. "Hey Slayer girl are you strong enough to yank that open."

Faith didn't answer she just sprinted over to the wall and pulled the plate off the wall. Inside multi-colored wires snaked though the guts of the wall.

"Look for the ground wire. " Gwen shouted

"No helping" Warren cried out and loosed a blast at Gwen. Instead of tossing her backwards, it picked her up. She began to cry out in pain as Electro's ghostly form began to brighten and solidify. He was drawing on her aura, and it was killing her.

"Yes , its working I can feel again. "

"Get away from her you freak " Faith shouted Electro laughed and launched a blast at her the force knocked her backwards but she seemed otherwise unharmed.

Spider-man looked closer her hand was shoved inside the wall holding the ground wire.

He landed on the ground, picked up a chair, and launched it at Warren. The youth used his powers to catch the chair and hurl it to the side but was distracted long enough for Spider-man to snatch Gwen from the air and swing her to safety. Faith was circling Warren looking for an opening. Spider-man decided to give her one. Spidey strength don't fail me now he thought.

"Poor Warren always coming up short. You could not hit me on your best day. You were a wimp and a loser. If you had any real stones you'd bring that newly solid body over here so I can kick your ass like the man you aren't."

Warren screamed and launched himself at Spider-man. Electro's fists fastened on to Spidey throat and began choking him while channeling his power though his body. "Come on, wall crawling freak, who's laughing now. The last sound you'll hear is the charbroiling of your organs."

"Hey Sparky it's lights out." He reached back into the wall and wrapped one fist around the thick ground cable. He and Warren screamed. Moments later the boy was powerless.

Spider-man collapsed as Faith strode toward them both she picked the dazed Warren off the ground. "Yer looking a little flaccid to me flesh-boy. " she punched Warren hard and knocked him out.

A haze descended over Spider-man even as he heard the sirens announcing the arrival of the police.

The next thing Xander knew he was staring up at a dark ceiling. There was a cool cloth on his head and he groaned. "Did I win?"

Angel was there "Yeah you won, barely. The voltage you were pulling, you almost died."

"How did you get me out of the station."

"I didn't, Faith got you back to her place and I haven't moved you "

"Faith, how did she know to call you." Xander asked uneasily

Angel looked meaning fully at the side table where his mask rested "I have a car ready and waiting but I thought you might have something to say to her first."

He thought about pulling on his mask but vetoed the idea. He found her up on the roof gazing at the stars. "Thanks for saving my life."

She didn't look at him and spoke quietly "You took out sparkplug I'd say its me and Gwen that owe you big time."

"How is she?"

"Recovering. She doesn't know about …you know "

"But you do."

"Yeah I do, now "

"Listen if it's any consolation I haven't told the rest of the guys either."

"I know, Angel mentioned and thinking back to some of the things Buffy and I have said about Xander and Spider-man, I can see why."

"Look there was a reason "

"That seemed to make sense except… I sat there looking at you passed out thinking that you might die. All I could think of was what did I say or do to him that made him think I wouldn't have understood."

"It wasn't like that "

"Funny thing is Xander I know you well enough to know even if it was like that you would say it wasn't."

"This is exactly the kind of thing I wanted to avoid. This is why I kept it to myself."

"And I am not banging on you for that choice." She turned to him " my advice to you though is find an excuse to tell B and Red before too long, Imagine if they find out like I did. You dying or dead, I'd hate to be them, thinking that they lost you because you didn't trust them enough to let them back your play."

"I do trust them , I trust you, its just that "

She cut him off "Honestly Xan, I respect your choice to fight at Buffy's side and share the danger. But don't you think she deserves the same chance to share your life, especially the super hero thing."

"Are we ever going to be Ok about this."

"In the long list of things guys have done to me, this is nothing.." she hopped off the roof. "Guess I was just have to figure out where I stand with you." Xander thought about following but he was too weak to fight. He climbed into Angel's car and they drove home.

The next day, Xander visited Gwen in the hospital. She smiled and held Xander's hand in hers. "Take advantage while you can I can already feel the power coming back. Where is that wacko."

"For now he's gone. they locked him up again, Willow tried the de-spooking spell and we think it worked but…"

"But the power he leeched off me might still be kicking around his system."

"We'll know soon enough. "

"What happened to the box."

"Police have custody they say its material evidence in an ongoing investigation."

"So am I under arrest,"

Strangely enough no, lawyers showed up shortly after you were brought in, Wolfram and Hart, they had the police dancing to their tune inside of five minutes.

"Well then I expect I had better talk to my attorney"

Gwen wished Xander luck on his SAT's. as he left, a young man stood outside the room waiting patiently. He slipped in as Xander left.

Xander hung back and heard the start of the conversation before a security guard's meaningful glance sent him out of earshot.

"Ms Raiden, my name is Lindsey McDonald I represent the firm of Wolfram and Hart."

"I think I've heard of you Mr. McDonald why would you want to pay for my treatment and recovery

"Because Wolfram and Hart is all about recognizing potential ms Raiden and our firm sees a bright future ahead for someone with your potential."


	10. The Beasts That Haunt Us

We were not bright people Joyce, not bright at all. Oh not really stupid as such, more like the Xander gene spread to the rest of the group How else could some basic truths have slipped our notice. One, whoever was trying to attain ascension, was going to pull out all the stops to keep us from screwing with them. Two, we were stepping on some big toes and those toes were eventually going to start stepping back. And three, three was my bad Joyce, I kept forgetting, as Spider-man I was channeling some wicked old mojo. My exploits were front-page news. Spider-man was not a low profile kind of guy. Thus there was a long list of people who wanted to kill Spider-man and an even longer list of people willing to do it for them, sometimes for free. and if those pesky kids and that darn Slayer got killed in the crossfire…bonus.

* * *

"…We'll meet again Spider-man." His name was Shocker. He had robbed the museum, cutting past security and the dozens of guards by using a pair of high tech gloves that emitted some kind of vibrating force beam. Spider-man was, as usual, in the wrong place at the wrong time and thus was now chasing shock-boy across town. Shocker would fire blasts out of the armored van he and his crew had stolen.

"Sorry dipstick B-list losers with no fashion sense don't get sequels." Spider-man cried out as he pursued via web-line.

The armored car skidded out of control sending afternoon Sunnydalians racing for cover. Spider-man, hurtling down to street level, snagged the car with a web-line tying it off and bracing himself on a lamppost. The line went taunt and the back of the car ripped clean off sending sparks flying as the rest of the car ran into a wall.

From out of the wreckage two thieves stumbled, they had had enough and were ready to surrender unfortunately for them their leader had not.

He hopped out of the back of the destroyed car and raised his arms. Part of the street exploded upward and Spider-man dodged and landed on a wall. "Ok I don't want to go all Queer Eye for the Super Villain Guy on your ass but … You look like a cabbage patch doll wrapped in a quilt."

"This suit protects me when I do things like this." He fired an another blast, which Spider Man also avoided. "Bet you find that shocking Wall crawler."

"Ok I realize you are calling yourself Shocker and all, but do you have to work in the endless puns on your name." He dodged Shocker's next few blasts "It's like a bad SNL sketch…your causing me some real pain over here."

"You freaks don't stand a chance against cutting edge technology. " Shocker boasted and fired again.

Spider-man looked around and spotted a fire hydrant. Kicking out at it he snapped the valve and water spewed at high pressure slamming Shocker to the ground and dousing him completely. "You think a little water will stop Me?" he snarled and fired…or at least meant to, nothing came out and the gloves started sparking ominously.

Spider-man landed next to him and yanked off the gloves. Webbing them together, he tossed them into the air. They were a vague dot in the sky when the explosion shattered every window for three blocks.

"Cutting edge tech huh, here's an idea to meditate on …waterproofing, ya jerk." Spider-man punched Shocker sending him to senseless dreams.

Giles pulled up in his car even as police invaded the scene. "I got Xander's call , what was the rush."

"Right here g-m…Mr. Giles I think this is what they were stealing from the museum." Spider-man held up a tube. Its markings indicated its contents were both valuable and antique. "I don't know what it is but experience tells me that whatever it is it's safer in your hands then anyone else's." he indicated the police.

"Yes this does seem an interesting piece, I hope Xander was not too long snapping pictures of this brouhaha he has an appointment with…"

Spider-man cursed and apologized quickly before web-slinging away. Giles looked after him and shrugged his shoulders "guess he can sense danger elsewhere."

Crap, crap crap, letter of recommendations, decent SAT's so what do I do. I'm late to the admissions interview." Xander cursed as he hurtled over the buildings. He snagged his backpack from the place he had stashed it when he began chasing that moron in the costume down. "Shocker, a jerk off name for a jerk off. " he grumbled, unfortunately the latest in a series of pests who were starting to show up Sunnydale.

Demons, Xander could handle, even beat occasionally, but these goons with their high tech toys and wacky names. Just as fiends often appeared looking for Buffy, a whole new breed of wacko was appearing in town just to swat the now infamous web-head.

He caught sight of the bell tower over the campus and aimed for the inside of it. Concealed by the building, Xander switched back into his civilian guise and raced across the quad bursting through the door just as a tall thin man with wild hair came out of an office calling "Xander Harris, last call for "

"Xander Harris right here " he said breathlessly

"Well interesting tactic Harris most people would be trying to convince me they deserve the chance to be in my classes by being early for the admissions interview "

"Trying to separate myself from the crowd " Xander replied weakly

The man looked at him meaningfully "Be careful, it might work a bit too well "

Inside his office, Xander caught his breath while the man paged through the portfolio Willow had created for him.

He turned page after page tossing out crisp insults Finally he closed the book "You're in. Class schedule comes in the mail. Don't make me regret thinking Rose Octavius knows what she is talking about"

"You mean that's it?" Xander could not believe his ears.

"Harris I could waste both our times but I like teaching and I like teaching students who want to learn and who can be taught. You have talent and I'm going to pretend that all that huffing and puffing means you really wanted to get here. So, fine you're in "

"You, you mean I'm going to university?"

The teacher replied caustically "Yes Harris you have attained the dream of post secondary education now if you attain the equally ephemeral dream of funding for same everyone will be happy."

"Thank you sir,"

"Don't thank me until you pass, which judging by those pictures, is still a crap shoot. Buy a decent camera. If you give me another assignment shot with the garbage you shot the pictures in your portfolio with I'll dock you 15." The professor slammed the door. His interview was over

Xander walked out in a daze. In the hallway, he passed a girl who had been standing outside when he arrived. She smiled prettily at him "So Bender did it again?"

"Huh?"

"Put the fear of God in another first year, Relax he's like this with all the newbies…actually with everyone, Cassandra Webb, everyone calls me Cassie."

"Alexander Harris, everyone calls me Xander."

"Why ?"

"I've been known to ignore them if they don't."

She laughed. They walked across the quad with Cassie pointing out where classes would be next year. She pointed out Stevenson hall where she would be living. Xander mentioned that he had off-campus housing

"I live with a…..an artist, among other things " He found discribing Angel to be a challenge at the best of times.

"Oh is he all dark, brooding, and angst filled "

"Oh yes all that and more "

"Tormented soul " she laughed "I love those please tell me that I'll get to meet him at some point."

"I hope so "

Cassandra snatched the portfolio away from him " Did he help you do these " she looked through them "This is Spider-man, What he like what's he really like. "

"He's …he.s a guy, you know. just a guy who wants to help."

"And you help him right you two split the take , you take the pictures he gets the credit." She grinned and winked knowingly

"Actually I just get lucky…Spidey does what he does because he likes helping people."

"Well then he's at lest kind of a danger jockey right. An adrenaline fiend."

Xander struck a pose and sang slightly off key "Wealth and fame, he's ignored---action is his reward ---to him life is a great big bang up---wherever there's a hang up you'll find the Spider-man. "

Cassie laughed "that's funny "

"I thought so too. The street musician singing it had lots of money so the people must like it."

"The people they trust him , to be there for them "

"I think people just like a hero. Someone they can look up to."

"Alright that's it I'm sitting next to you for philosophy." They laughed some more before Xander remembered that Giles and the others were expecting him back at the library. Running late as usual, he would need to web-sling to make it.

"It was nice meeting you Cassie, I'll see you next year I hope. thanks a lot "

"Hey thank you , I was thinking this California town was boring."

"Trust me Sunnydale is many things but it is not boring "

* * *

Xander came running into the library Giles and Buffy looked up in greeting. Sitting on the table, the tube he had rescued this morning---excuse me, Spider-man had rescued. Little slips like that and almost calling Giles, G-Man this afternoon, were going to expose him…assuming you don't come clean with your friends. He thought to himself.

"Yo G-man what's in the tube?"

"Xander how many times have i….oh never mind the tube is a container for blueprints that are several centuries old. Or at least a very good reproduction."

Giles explained that the blueprints, hand-drawn by a monk in the 1500's, showed a marvelous machine he had seen in a fever dream. Although the church denied it, legend stated that over the centuries, several people had tried to build the object. All had vanished under mysterious circumstances or had been declared bewitched or mad or both. but each one hinted that the clock when it was finished would allow access to riches beyond price and pleasure beyond tolerance.

"So how do you build this really cool gizmo?" Xander asked looking at the arcane writing on the page.

"No idea, there are notes on everything except the materials needed to construct it. Except for something from the monk himself, ---let he who would follow me, invest himself as I have, to know the wonders I have seen."

"What's it mean?"

Willow gestured to the notes she was taking "That's what we are trying to figure out." she stretched and yawned. "I have time so I'm working on it "

"What I thought you and Oz were supposed to be hanging out big time before summer comes and Dingos Ate my Baby goes on tour."

"Xander its **that **time of the month, no Oz and Willow fun."

Xander froze at her words then did a mental check. Full moon. It was full moon. Somehow, he had managed to forget...again. Oz needed to isolate himself completely during this week.

He noticed Buffy gazing adoringly at a newspaper. On the page was picture of a platinum blonde with in form fitting outfit. The camera was obviously in love with her. "Who's that?"

"Are you kidding I would think you would know above us all." she tossed him the paper "That is Felicia Hardy, super duper model."

"And why would I know?" a puzzled Xander asked

"Felicia is in town for a charity Fashion gala. She has gotten some corporate partners to promise a one million dollar donation if Spider-man does a design for her.

"Spider-man, Spidey isn't a fashion guy."

Willow piped up, her fangirl-ish devotion to Spider-man made her a bit of an expert on Spider-trivia. "According to tests done on the stuff he ties up crooks with, his webbing could assume complex shapes and patterns, in theory.

Buffy nodded "She says if she walks the gala runway by nine thirty tonight in a web gown, a million dollars goes to a Sunnydale Children's charity."

Xander had heard nothing about this and panicked slightly. "That's crazed how does she know he will show "

Buffy smiled evilly "She doesn't but since he has this whole big need to be A, infamous and B, a do-gooder I figure he'll take one for the team."

Willow snorted "Oh sure like you'd you do a Slayer Meet and greet "

"In a second if it was for charity, besides I already do my part for the common man. I let them continue to believe in a sane world that makes sense by killing all the weird stuff before it causes trouble."

Willow smiled, "I'm sure he'll show." it was a tribute to their friendship that Buffy hid her long-standing annoyance at Willow's Spider-love.

"Yeah " Xander muttered to himself on his way out the door. "if he can figure out how to make a dress out of an organic substance the self bonds to anything it touches."

* * *

Angel set up a dressing dummy in the middle of the floor.

Xander looked very doubtful "How the hell is this supposed to help."

"If you want to pull this trick off you have to practice." Angel reminded him

"Angel, I can wrap people up in the stuff and shoot lines and anchors. It's organic silly string I can not make dresses out of it "

"Yes you can "

"How do you know "

Angel stepped out of the way. "Now the stuff is organic that means it comes from you that means you make as much or as little as you want. Just concentrate on wrapping the midsection of the dummy."

Xander concentrated. Firing web-lines was like tensing a muscle. He tensed and a stream of web came shooting out. It hit the dummy and began wrapping the dummy up the stuff seemed almost alive wrapping and re-wrapping around the dummy until it was completely mummified.

"OK, maybe a bit much there." Angel said cautiously

Xander was more excited "Are you kidding that was cool "

"Actually it was, how did you do that?"

"I'm not sure." Xander was as mystified as his undead roomie.

They alternated between practicing with this new ability and working on shape making. By eight o'clock, he was feeling tired for which Angel assured him food would be the cure. He also had a new name for the inadvertent power he had found …Impact Webbing.

He found it knocked down targets and then essentially mummified them.

At last, he had to start getting ready and Angel declared him ready for his first web-designing gig.

"Don't know what I'm going to make for her though."

"I'm sure something will come to you now finish getting ready and eat something. You have to replace all that protein. "

Xander jogged down the block. He was working n his fifth sausage dog. He was passing a dress shop selling prom gowns when he caught sight of Cordelia inside. He popped inside. He waited just out of sight and heard the sales lady speaking harshly to Cordy. Could he really be seeing Queen C take crap from a wage slave.

He stepped out so that he could sbe saw him. Cordy lost what little colour still lived in her cheeks becoming as pale as death.

"Can I help you sir" The Saleslady said breathlessly, she had obviously been working off a head of steam and having to go from tyrant to sales person was a stress.

"Yes I just wanted to thank you and this lovely lady. Rumor has it that a version of this very outfit is the one Spider-man will make for Felicia Hardy at the gala fashion show this evening. "

He explained (read, lied) that Spider-man had seen Cordy wearing the dress and was thus inspired. He noticed the dollar signs mounting in the saleslady's head.

"In fact I should really take another picture of the thing. When word gets out this is the place to buy them the store will be flooded with orders." He pulled out his camera and took a few shots of the dress

"You think Ms. Chase could model it again for me."

"Of course she can. " the sales lady said shoving Cordy toward the back area. Minutes later he was snapping pictures of Cordy in the elegant Prom outfit. After that, the Saleslady practically demanded that Cordy leave with the outfit.

"When the lady was in the back Cordy grabbed him and spun him around "what's the big idea?"

"I'm trying to apologize. I was out of line with the way I treated you and I'm making up for it "

She blinked and seemed on the verge of tears. "I don't need…"

Xander cut off the inevitable Cordelia-ism. "I know, I know you don't need the help of a sidekick. And a Zeppo of a sidekick at that…"

She looked like she really wanted to say something but the flaring of his spider-sense distracted him. He made quick excuses to Cordelia and dashed out the door. He completely missed the indomitable Queen C chewing her lip looking after him as if it was the last time she might see him.

He heard police sirens. There was trouble and he had to go help. After figuring out where the fire trucks were going. He cut though several back alleys shedding his clothes as he ran.

Taking to the rooftops he landed on a building and saw that a four-floor walk-up was burning. The intense heat from the flames and the decaying floors were making life difficult for the firemen. Anchoring a web-line he slid down, bursting though a window.

" Ok, a fire rescue I've done this a few times. Nothing to it." he whispered to himself.

Finding a sink in the middle of the blaze he soaked his mask in water and then replaced it. Protected now from the dark smoke choking the hallways, he started calling for someone, anyone. He heard crying from a somewhere close. He tried navigating blindly through the thick smoke. The heat licked at him from all sides and his spider-sense was going insane.

Then it went from a buzz saw like massage in the back of his skull to a screaming wailing torrent and he tossed himself up to the ceiling. He looked and saw a bladed weapon lodged in the wall.

"Impressive" a voice hissed at him, "you have melded awareness and action completely. None have ever come as far as you have so quickly."

Spidey looked down the hall. A female in black and Red stood there tightly coiled like a spring. she held a bladed weapon like the one in the wall and looked like she had every intent to use it on him.

"Look I don't know who you are but the middle of a fiery blaze is not the place for a heart to heart."

"You have power Spider-man let's see if you use it as well as those who came before you."

"Please tell me you didn't set this blaze just to trap me cause that would be just insane."

She lashed out her arm and the blade flew at him he moved before even thinking which is what she wanted. As he landed, her hand came up and a short sword slashed outward at him. He felt the edge of the blade pass close to him.

Spidey shut out the fire and the woman and everything else. Pushing his spider-sense hard he finally sensed right on the edges …a child hiding in a room close by.

"There's a kid, in here, we really have to do this some other time." He cried out

She ignored him slashing at him in a quick dancing pattern. He dodged and kicked out at her. She moved almost too fast for him

She slid down the hall. "I have stopped your predecessors and I will stop you. Avatar." She threw another blade that slashed at a light that crashed to the floor. Spider-man barely dodged it .

"What the hell are you …never mind let's try a new trick."

He back flipped to a wall and crouching gathered his strength. Exploding off the wall in full force he concentrated and fired webbing like he had practiced. a gray mass struck the female and the strands of webbing began wrapping around her tying and entangling her. The impact webbing actually worked.

Grabbing her, he tossed her over the railing attaching a web-line to her as she fell so that she was swinging helplessly. "Relax lady, I'll be right back to get you in a sec."

He busted down a door and dashed into an apartment in flames yelling as loud as he could he son found the child hiding in a closet.

"Spider-man, you came for me?" said the little girl

"Of course I did kid, aren't you my number one fan?"

"I am now, I used to think you were kind of creepy."

"Funny that's what a lot of girls think, now have you ever played cops and robbers "

"Sure "

"Well you know what Spidey does with robbers. He wraps them up in his special webbing so we are going to pretend I caught you and I'm going to web you up you'll be totally safe ok."

"Ok "

Spidey tied the little girl up in a bundle, after that he ran to a window and lowered her to the firemen below who grabbed the child and whisked her to safety.

"OK lady" Spidey called as he headed out to the hall "time to leave."

Her webbed prison was empty and she was gone. "Ok important safety tip Impact webbing, bit easier to get out of then the regular stuff." He muttered

The flaring of his spider-sense came almost too late. His dodge got him out of the way of her first strike but not the follow up kick that sent him sprawling to the floor.

"Do I even want to know how you got loose" The wall crawler snarled as he got back to his feet. He stood his ground as the building continued to burn around them.

Like the Black Widow I can always escape the petty traps laid by your kind and now like my sister in spirit … I take your head " she lashed out at him.

Spider-man dodged around her blows. "Aren't we supposed to have mated, at least let's try dating first, I'm only half as annoying when you get to know me." He searched for an opening but she would not leave him one.

"This is serious danm you I will not allow your chaos to run free." she swiped at Spider-man but his dodges were keeping her at bay and his insults and patter were throwing her off her game. Her next leap carried her to the stairs that collapsed under her weight. Spider-man leapt out into space and caught her with a web-line swinging her higher so she could catch the banister.

"You saved me after I tied to kill you "

"Well aren't you just riding the short bus today" he replied sarcastically "now fallow me and I'll get us out of here "

"You're helping me escape, this is strange. " the woman paused "… and you diverted from the battle to rescue the child. Alright Avatar I will stay my hand for now, but you had better know that I'm watching, Arachnis may hold no sway in you now, but if that changes I will strike you down without mercy."

She leapt to the side to avoid falling debris Spider-man raced up his web-line to grab her but she was gone and he eventually fled the building as well.

Later that night he arrived at the gala taking pictures of everything. He looked for Cordelia but there was no sign of her. not that she would have made herself easy to find he had just ditched her …again …while apologizing for ditching her.

The nine-thirty deadline was creeping up on him. At last, he shed his civilian ID, suited up, and left a note with the goon guarding the backstage area telling Hardy's people to have their charge on the runway in five minutes.

He figured she would refuse but he was shocked when the statuesque woman walked out on the runway in a camisole and posed for the cameras.

"Well folks according to my people the Spider says he is going to show and if he gets here by nine thirty we will have some very happy kids to the tune of 1 million dollars."

The crowd cheered, Xander groaned. This was humiliating.. he ignored the slight buzzing in the back of his head. There was no danger to be seen.

He flipped thorough an open skylight and dropped to the stage area on a web-line

"I hear someone's looking for a Spider-man original."

Felicia smiled widely and some strategically placed kids were clapping and cheering. "Glad you could take time out from world saving to help out the kids."

A man in a suit hopped up on stage with one of those big over-size novelty checks "As promised, one million dollars if you can create a gown out of your…. Whatever you call it."

"I'd call it humiliating but like the lady said anything for the kids."

He concentrated on the dress Cordelia had been wearing. He was hardly going to rate attending prom with her but if that was what she was wearing then …WOW..

She was going ot look like a million bucks

He tensed, and felt the webbing flow. The crowd began to ohh and ahh and when he opened his eyes Felicia was clad in an exact duplicate of the gown.

Felicia Hardy smiled. "It a bit close in the hips, I guess some lucky mans going to help me dance a few pound off tonight."

The crowd went wild and the guy with the novelty check handed it over. People were rushing the stage.

As Spider-man began climbing to the ceiling, he called to the Model. "Hey Cinderella I'd having something ready to go in an hour that's how long that webbing lasts "

Felicia nodded and smiled for the cameras again. "I thank you Spider-man and the children thank you. "

"Well if you need a purse to go with that now you know where to find me."

"Indeed I do Spider-,indeed I do."

Giles picked up the telephone on the third ring. For a refined man with manners and couth let fly with a surprising collection of curses at being interrupted. He was on Oz-patrol and was the person who had the hardest time of it. Save for Xander, Were-Oz really seemed grumpy when Xander was around thus, Xander usually did his turns when the Werewolf was starting to clam down.

"Giles, stupid question, are there any other slayers other then Buffy And Faith "

"What do you mean?"

"Warriors who hunt and kill demons and stuff, are there any others."

"Xander of course there are, you will recall Sid "

"Oh yeah, Chucky the demon Slayer, I forgot "

"Is that .. hold on….No OZ … Bad Daniel , you will not…oh blast that was my favorite jacket too."

"Sound like he having fun " Xander said jokingly

"He has been especially agitated all night something has him upset anyway why are you asking."

"You know what, its nothing Ill just pop in the morning and do some study. I can fill you then. What about those blueprints."

"Still no ideas I'm looking up everything I can find to see if there's something about the printing maybe something not obvious at first."

All at once, there was a crash and Giles yelled. There was tearing noises and yelps of pain yelps like a dog.

Xander panicked "Oz, Oz what's going on over there. Giles answer me Giles."

The telephone clicked and went dead One hastily scribbled note later, Spider-man was swinging through the moonlit sky toward the school.

* * *

Willow was in the library when he arrived at the skylight. Outside Spider-man examined the broken window by moonlight. Something big had gone through.

Oz's cage, ripped, bent and twisted, would not be holding anything, let alone Oz, anytime soon. Oz had not freed himself he had been freed by something that had come upon Giles like a ghost.

Willow was wringing her hands in worry until she saw Spidey. "Spider-man what are you doing here "

"Regular patrol, I saw the broken window and thought I would check it out."

"Oz is missing and Giles is hurt he can't say what's happened and Mr. Wesley is saying we have to hunt Oz, that he is out of control."

Spidey touched his friend's shoulder reassuringly. "Relax Ms. Rosenberg, I'll catch up with Oz before he does anything he'll regret. He fired a web-line that pulled him up to the ceiling.

Scanning the school ground, he found what looked like a trail, taking to he air he followed it. and hour later he was still following it. Soon he was thinking he might ask for Faith's help but that was just not a good idea.

Wesley was running her ragged and besides, the secret Identity thing was still bothering her. Let her search on her own.

He landed in a corpse of trees. "Come on Oz where are you?" he heard a growling "There you are, come on out Oz old pal it's me you know you can trust me. I won't hurt you."

"That's good to know" A voice hissed just before his Spider-sense screamed a warning.

The beast came out of the trees fast and landed on top of him slashing angrily he was almost too busy trying to keep It off him to notice it was growling not like a wolf, but like a cat.

He shifted his weight and threw the beast several yards away. It spun in the air and landed gracefully then darted toward him. He sailed into the air, webbing the beast as it passed underneath him. He landed and swung it around but his patented move went wrong this time. The beast grabbed on to a passing tree and using it for balance, yanked him off his feet and swung him around to crash into the ground with a crunch.

The were-beast launched itself at him. Spider-man curled up his legs and feet and as it landed on him, kicked out with explosive force. The Were-cat, thrown several feet away, landed and crouched, growling savagely. He climbed to his feet and swung up to the top of a lamppost.

"You're not Oz, who are you."

"You and the Slayer have caged our kind long enough. The cub will live free."

"You let Oz out, why?"

"Our kind deserves better then to be caged like common beasts."

"News flash dude but under the full moon you are beasts, you'd kill your closest friend and never know. "

The were-beast snarled, to Spidey, it looked like some kind of Cat, like a tiger. Dark, coarse fur, gleaming white fangs and teeth and a thatch of white mane-like fur springing from its head and running along its back. "Is that why you killed my brother. Did you strike him down in fear like all weak little mewling humans."

"I don't know what your talking about but I'm getting tired of people trying to kill me tonight" Spider man launched a series of punches and kicks that drove the were-cat backwards. He was about to deliver another blow. Then, he sensed people.

Coming down the path was a couple out for a late night stroll. The man let out a scream and the were-cat used Spider-man's brief distraction to grab his raised fist and throw him off. Holding on to his hand, the creature throw him bodily back and forth whacking him like a rag doll against trees and pavement before pitching him to the side.

Spider-man grunted and pulled himself to his feet. The werecat was fleeing, he chased it groaning in pain from his beating. He felt painful fire in his shoulder; it was dislocated.

Still pelting down the path, he ignored the pain. "Gotta stop it, gotta catch it, can't let it hurt anyone." He repeated the mantra to himself until the words were meaningless. The werecat took to the rooftops and Spider-Man followed as best he could. Finally on roof several blocks away the werecat skidded to a stop and faced him. Hissing and growling she crouched low and twitching ready to pounce on him again.

"You're weak and soft what makes you think you can stand against me "

Instead of answering Xander weakly tried to distract her. "Could we move this along, These supervillain showdowns get any more frequent and you lame-brains are going to have to take numbers."

"You killed my pack brother, Spider-man there is no forgiving that debt and no escaping me."

"And no need lycan " came a smooth voice out of the dark a crossbow shaft appeared in the were-cats shoulder followed by two more. It screamed in pain and frustration darting off and hurling itself into the night. Spider-man collapsed in pain. Not caring who had attacked the thing only hoping that his punishment for the night was over.

"You are lucky Spider-man , most in your state are easy pray for a Lycan and yet even weakened you went after it." said the Black Widow

You really do ride the short bus don't you. That thing is dangerous, he could have hurt someone."

"He is a she and she is on a blood hunt you have affronted her grievously and honor demands that she take no meat until your throat lies open in front of her."

"That's neat, Excuse me while I make an unmanly sound." He struggled up to a pole on the rooftop and after bracing himself, slammed his shoulder into the pole. The grotesque pop told him his shoulder was back in place.

"Does this mean you aren't going to kill me?"

"No it means that I'm still following you and continue to decide your fate on a minute by minute basis."

"Not to be all unworldly about stuff but what's your issue with me."

"You are an avatar of Arachnis he is the source of your powers. Many men have wanted that power. In a thousand years only a few actually obtained it. Most died, sacrificed by The Spider-Demon's always hungry childer."

"What about the ones who made it."

"Almost all of them went mad and had to be killed. Their minds and souls torn apart by the darkness within."

"Which I suppose is where you come in."

"I have killed nearly every avatar before they were allowed to harm any innocents."

"You do realize that you are in essence telling me you are almost a thousand years old right."

"You live near the mouth of Hell, surely I can't have been the first person of extremely advanced age you have encountered. My sources indicate you congress regularly with the Slayer."

"If by congress you mean we launch insults at each other when we aren't saving each others lives then yes that's true."

"You should seek council with her Watcher he will confirm all that I have told you."

"That's going to be a fun conversation I'm being hunted by a thousand year old mystic assassin and a were-tiger."

"Panther " she corrected

"Were-panther "

"Honestly there are times when you speak that you sound nothing like a mature warrior."

"Yeah well think of me as being very in touch with my inner teenager."

"Well Your foe is going to get very "in touch" with the real you." Widow said darkly "Have you not been paying attention, she is on a blood hunt. Her focus revolves entirely around your death. From the look of her, I would say she was one of the old ones of the Lycan clans. That means she will be able to track you even in her human guise and since masks do not change your scent, she will find you. "

* * *

Xander appeared in the library later that evening. Wearing the change of clothes he kept in his school locker.

Buffy was tending to Giles who was sporting a gash. They looked up to see Xander who right away regretted coming back to the school since they started with the twenty questions about why he looked like hell

"Was looking for Oz ran into something big, black and fast. I didn't come out on the good side of it. If Spider-man hadn't found me it would have been goodbye Xan-man."

Giles nodded "It seems we have two were-beasts out there. Willow says Spider-man was looking for it."

"Well Maybe he'll find a way of passing a message."

"He'd better" Buffy grumbled "Police report a dozen people saw him in a running battle with the thing that attacked Giles. I wouldn't be surprised if he had trouble with it imagine another werewolf."

"Were-panther" Giles and Xander chorused

"So why was it here, and why attack Oz." Willow was worried

"I think it was trying to free him. Something that it mentioned while it was fighting Spider-man. Also it seemed to get really personal about nailing the Spider."

Xander paced over to one of Giles books and began leafing through it.

"What are you looking for " Giles asked tiredly

"Remember I was asking about demon hunters, other sects and stuff."

Giles nodded and pointed vaguely. "The one over there. "

"What's up Xan-man you looking to lease out your pizza fetching services."

Buffy joked

"Or attract some more slayers to the Hellmouth. The last **two** were totally smoking why not go for the gold again." Xander grinned wolfishly

Xander ignored the tongue Buffy stuck out at him. He paged through the book. In the middle, he saw a design like an hourglass. Black Widow had been wearing one on her belt as well. "Giles who wears hourglass insignia, it looks kind of cool."

"Ah that would be a sect of female mystic assassins. Only one or two are ever operating in the world. They mostly target the heads of demonic sects, priests, avatars and so forth. "

"Oh more Hellmouth help, can we get one? "

"Well Buffy they operate in extreme almost paranoid secrecy so the answer to that would be no. "

"Sounds like a joy, why doesn't the council employ them."

"The sect is matriarchal, I doubt any of its operatives would tolerate supervision by Watchers, especially the kind they're turning out these days."

The Scoobies marveled, this comment was the sum total of Giles reaction to Wesley being there. Otherwise he had been icily formal to the stuffy brit and had made no comment about Faith and her obvious and growing frustration with his autocratic manner.

* * *

Molly was running she had been doing that a lot, first from the Wild Dog that was running around. Then from the thugs with the weird faces who had found her when she got lost running from the fog and finally from the thing in black that had dropped amit the weird thugs and killed them mercilessly. A thing that looked and moved like Spider-man. She was resting a moment when a form dropped out of the dark to land on her forcing her to the ground. it growled and hissed reaching a clawed hand toward her face.

"Please don't hurt me. " Molly begged

"Hurt you, we would never dream of hurting you, we need you."

"Need me for what, "

"Why we need to send a message to Father, now please hold still. Writing is hard enough without you squirming."

* * *

The next morning Willow and Oz appeared in the library. Oz claimed no memory either of how he had gotten free or of what had happened afterward.

Several people reported seeing a hulking creature roaming the city but it was unclear if this was Oz or the were-panther. Xander found that worried him increasingly.

Even the normally unflappable Oz was agitated and worried. Xander could see the stress in the boys eyes but how to approach him without revealing his own secrets. All of them were jumping at shadows. Giles took a sick day. Moreover, Wesley ordered Faith to patrol relentlessly that night searching for the mysterious were-creature.

That afternoon an invitation came for Oz's band to play at the closing ceremonies for the charity gala. A theme party that was Come-As-You-Aren't. Everyone decided to come out in support of the Dingoes biggest gig to date. Oz RSVP'd telling the messenger that Dingoes Eat My Babies would play if Willow and her friends were allowed to come.

That night they gathered at the concert hall. Their collective past with customs lead them to dress cautiously. Willow came in a lab coat wearing a phony Nobel prize medal, Xander went for a James Bond outfit and Buffy, after enduring a year and a half of jokes about pampered princess Buffy, the Slayer dressed as Annie Oakley. Angel dressed as Buffalo Bill Cody claiming to have seen the man during one of his famous trips to Europe.

As the music flowed around them, Angel sniffed the air and grimaced. "What is it?" Buffy asked

"Were-beast, very powerful, somewhere in the guest hall. Everywhere around us the guest hall must be packed with them."

"Am I the only one who finds that a bit on the convenient side. We have a strange were-beast hanging around town and now one is on the guest list. Someone is sending us a message."

"Dinner is served " Xander muttered archly.

The guest noise swelled and everyone rose to see the guest of Honor. Felicia Hardy coming into the room as if she owned it dressed in a skirt and tunic with a faux fur wrap. But the real change was her appearance.

"That is some awesome make-up job." Xander cried out

She was sporting a look like a creature of the night including fangs and yellow cat eyes

Angel and Xander both stood looking at the model longer then was healthy considering their company.

"What is it about girls in cat customs that reduce grown men to drooling dolts." Buffy sneered, elbowing Angel harder and harder as he stared at the woman longer and longer.

"I gon't know about Angel but Xander watches way too much Japanese Anime." Willow sneered

Xander blinked, the spell broken for a second. "Willow Rosenberg you bite your tongue. It's impossible to watch too much anime. Besides do you see me chasing young nubile schoolgirls in cute outfits. "

Willow snickered. Xander was saved from the blistering sarcasm on her lips by a high pitched squeal followed by whirlwind in crimson throwing itself at Xander.

"Xander Harris as I live and breath you look dashing." Cassie smiled at him and disengaged from him to shake hands with his friends. Xander made introductions and Willow was delighted to know another soul who would be on campus next fall.

"My mom does business with some of the upper-class twits in the room so I had to make the appearances." She whined before gushing over how great everyone looked. She had elected to go with a noblewoman's dress

Buffy elbowed Angel, Are you sure you found girls dressed in dresses like hers boring

They usually didn't look as good as she does in hers." Angel smiled quietly. "Of course Annie Oakley didn't look quite as pretty as you do." they stared at each other an uncomfortably long time and Xander and Willow spirited Cassie off to meet Oz.

Oz according to his band mates was taking a break. "Better grab him fast I saw that Felicia chick heading out on the balcony after him." The lead singer Darren said snidely

Willow moaned and headed out the door. There on the terrace, Oz and Felicia were indeed talking but catching sight of Willow and company Oz quickly excused him self and headed toward them. "I'm glad to see you guys." he smiled

"Should I be worried you're hanging out with a famous super model and all" Willow nervously joked.

"Why go after a model when I have a Nobel winner on my arm." Oz smiled

Felicia walked up to the group and Oz introduced them. She shook hands with all of them stopping a moment when she shook hands with Xander.

"I thought I recognized you, you were at the show last night, and you take the Spider-man pictures. The shots of my web gown were exquisite."

"Yeah awesome I didn't even know Spidey could do something like that."

"Yes, Perhaps Spider-man will grace us with an appearance tonight."

"No I'm sure he's off saving lives or catching up on his reading."

"He should study Russian authors. I find Crime and Punishment to be very inspiring."

. Cassandra smiled thinly. "A well read Super model, will this town never cease to amaze me" The women were introduced and as they spoke, Xander could not help but notice a disturbing level of tension in their speech. "You have such depths Ms Hardy."

"We all have depths Ms. Webb, scratch the surface of any man and the you never know what you might find."

"Oh but such discoveries are far from random, if a man seems a beast it is because of the beast lurking within."

"There are all manner of predators, entering their territory one must always take care."

"But even the deadliest of predators can be brought low by arrogance in the hunt."

Hours later, Xander was still trying to figure out why Cassie and Felicia seemed put off by each other. Neither would speak about it and both acted perfectly polite when in company but there was a kind of tangible thing in the air.

Finally the master of ceremonies called the room to order and introduced Felicia once more. She stood at the head of the hallway and smiled glowingly. "I want to thank all our many partners and friends who made this gala event possible. Sunnydale is a wonderful town filled with opportunities, Opportunities for growth and family."

Wait staff circulated, handing out wineglasses to everyone. Felicia continued "I want you all to raise your glasses. Join me in a toast to the glorious future that your generosity has made possible."

Angel sniffed at the wine and went paler then normal. "Don't drink it." he hissed.

"To the future." The rest of the room chorused and drank deeply. A shiver seemed to pass through the room as low growling started that slowly rose to a crescendo.

"What the hell?" Cassie said looking around

Angel explained as he shed his jacket. "It was were-blood, very old, very potent. In humans It can cause temporary madness and delirium."

"And in were-beasts?" Buffy said looking around the room as some men and woman began swelling and tearing at their gown and suits.

"They change regardless of what phase the moon is in."

The hall dissolved into chaos. Buffy and Angel fought their way to the stage where Felicia was standing looking down amazed at the sight in front of her.

"OK team we know the drill." Buffy said commandingly. "Willow Xander get Ms Hardy and Cassie to safety. Willow contact Wesley see if we can get Faith down here right now."

"I saw a secure office with a door lock we can call from there." Cassie said

"I'll stick with you both, I'd feel safer " Felicia said fearfully

Buffy snickered cruelly. "That's a good move, Angel you got my back?"

Angel nodded and began briefing the rest on what they would need to know. "Its were-beasts, fast, strong and savage. Don't hold back because they wont hold back on you, the humans we can knock out but you are gonna have to go postal on the beasties."

Buffy nodded grimly. "Alright people lets move it. " They separated with Cassie leading the way to the office. They arrived and Cassie showed them the telephone. Felicia was still agitated and she suddenly darted away Xander cursed and offered to go after her. Willow nodded. He was of course hoping for an opportunity to change into Spider-man.

"OK we'll barricade the door and make the call to Faith. You find the beauty Queen and try to being anyone else in their right minds back here." Willow said calmly

Xander nodded and they separated he moved through the surging crowd letting his spider-sense steered him clear of danger. Soon he saw Felicia headed toward an elevator and sprinted toward her. Catching up to her, He pushed her ahead of him into the glass walled elevator. The doors sealed shutting out all but the sound of pounding and howling as mad men and were-beasts tore at each other. Xander pushed the button for the top floor hoping that a solution.

Felicia looked at him oddly "Why the top floor." She asked

"Because the beasts are heading downward, this way we run into less of them. I'm going to get you back to the office area then see if I can get help for Buffy and Angel."

"I have not been this scared since my Brother was killed" she said

Xander answered in a distracted voice. "Your brother died, that's sad."

"Yes it was he was my life, everything to me, when I found he was gone I went a bit insane."

Xander smiled "Well that happens "

"I swore that if I found the person responsible for his death I would make them pay." She hissed

"Well vengeance blackens the soul ma'am, you'll end up being consumed by your hate long before you ever meet the person that killed your brother."

"I might have agreed with you except a young cub of his pack was very helpful, he told me how Spider-man and a dark haired Slayer stormed the nest they called home. That Spider-man and my brother were fighting. That Spider-man came back alone claiming that some zombie like demon killed him."

Xander's blood ran cold.

"Is that fear I smell, Spider-man fear of my vengeance You know You are very good at the deception you don't walk like him or talk like him but the smell, Spider-man, the nose never lies, never."

Xander backed against the wall as Felicia began changing. Her costume was no costume she had somehow frozen her transformation midway. She freed that change now and her beast-form took over.

"I knew I couldn't get close to you if you know I was coming. But, you crave the attention of the pathetic herd. If you thought you were doing a public service, that would draw you to me. Once I had your scent, I could track you anywhere."

They circled each other, Xander wishing that the danm elevator would move faster. Suddenly the Were-cat lashed out grabbing at him and slamming him against the glass wall. It cracked with the force of Xander's body.

"Did you make him beg for it Spider-man I know he made you bleed, did you play with him. Did you offer him any mercy at all before the end." She screamed and lashed out Xander caught her fist but the blow forced him though the glass anyway.

Grabbing on the housing of the glass elevator he flipped to the top and crawled up the wall faster then the lift could move. Reaching the top he shed the tux and donned the rest of his uniform. If he was going to fight for his life tonight, he was going to be dressed right.

A tearing of metal and cries of bestial anger announced that Felicia had grown tired of waiting for the elevator to reach him. The were-cat pounced on the rooftop

"Let's finish this, I grow tired of the games Spider-man." Felicia snarled

"Oh come on how about one more, Follow the leader. " He fled across the rooftops leading the Lycan away from his friends and leaving them in relative safety.

"You can't escape me murderer, I can track you where ever you flee."

"What was with the blood in the wine trick "

"A taste of the power and freedom of the beast nature; a gift for the mortals and chance for my brothers and sisters to revel in their true nature. I knew the chaos would being you running you yearn for the cheers of the sheep, wallow in their adulation."

"Plus you were hoping that Oz would come over to the dark side with you. I saw you two at the party. You revealed yourself to him but he rejected you. He wants his humanity his real life."

"The beast is his life to tell himself anything else is to deceive himself."

They reached a roof several blocks from the building and Spidey decided to make his stand here. He landed on the roof and reacted instantly to the scream from his spider-sense as he caught the Were-cat in mid air and hurled her to away from him.

"You killed my brother, in cold blood."

"Lady your brother attacked me, and was about as reasonable as you've been."

A scream cut the night. Spider-man wiped his head around and saw a young couple scrambling out of the way. "Why is everyone in this city grabbing a quickie where I'm having a fight to the death."

An access door exploded open and Black Widow came sailing through. She grabbed the scared couple and pushed them through the door.

"SO you two are working in concert Assassin " Felicia snapped

The Widow smiled cruelly "No, a fight this good shouldn't be watched by anyone who won't appreciate it." She said coldly.

They traded blows across the roof. This fight was different. More serious, he sunk himself completely into a zone created by his spider-sense bathing himself in its prompting. Every step she took was read, every punch telegraphed, every breath anticipated. When she scored hit it was by sheer chance. Felicia screamed and charged Spider-man who leapt over her, grabbing her fur as she passed. Landing he snapped his weight forward and slammed the were-beast to the concrete rooftop. His impact webbing entangled her until she was helpless.

"Now that you have a chance to cool off who told you that I killed your brother I didn't even know him "

"Yes you do," Black Widow said casually "He was alpha to a pack of were-beasts that arrived here weeks ago."

I thought so, listen sweetie, you can believe this or not but Your brother was killed by The Punisher. If he hadn't been trying to beat the tar out of me at the time I might have been able to save him."

"Lair, Donnie confessed that you were with him when he died "

"Did Donnie also mention that he was being attacked by a vampire Slayer at the time, Faith."

"Why would the slayer allow the were-beast to live."

"I stopped her, she wanted revenge for the death of her Watcher. She never said anything outright but I'm thinking your brother was doing a favour for Kokistos, that name mean anything to you

"It does to me " The Widow nodded gravely " if your pack brother made a deal with that That pig Kokistos his life and the lives of all who supported such folly would be forfeit."

"Never he wouldn't dishonor himself like that "

"I don't know the truth but Faith was running scared of Kokistos when Donnie contacted her. it's a little too co-incidental that he tried to take Faith on the same night that Kokistos killed Faith's watcher."

"This Donnie was alive to speak of what he knew only because of Spider-man. If he truly murdered your brother as you claim then why allow Donnie to live and potentially carry the tale of his crime to ears that would seek vengeance think rationally if you are able beast."

The female were-cat began to weep. "My brother, my brother, what did you do, what shame did you bring on our clan by your dark actions."

"Kokistos is dead killed by Faith and Buffy. Your brother was killed by The Punisher, I'm not sure if it's right but from listening to you guys talk I'm guessing it's the closest your going to get to real justice."

"Except for the shame I bare for my actions, my life is yours Spider-man."

"You're joking right."

"She is not and if you won't take her life then I surely will." Black Widow stepped forward leveling her blade.

"No way BW, I don't do wet work, and its doesn't get done in front of me "

"Then turn your face if you lack the stomach. She knows who you are she can track you or anyone close to you she could well decide to renew her vengeance against them."

Spider-man bent down so that he could look at Felicia. "She is right about that you know who I really am, so you should know that one of those I'm close to is a Slayer in fact both of them , and besides them is the most sadistic vampire ever to walk the earth. If this really isn't over you can bet that there's no limit to how fast they will come down on you if you bring this fight back to Sunnydale. "

"Your letting her go after she tried to kill you twice " The Black Widow sounded mystified

"She has the truth now. What she does with it is her problem. Living with my choices is mine."

"I don't have that problem "

"But you will have a big problem if you don't stand down, I promise you I will fight twice as hard to keep her alive as I did to stop her."

"You're serious, fine then, Lycan your life has been spared tonight take that as your proof if his honor and go."

"I'd also appreciate if you left Oz alone he has enough to deal with."

"The beast is inside of him, deny it all he wants. One day that beast will rage and those who rely too much on his humanity will be its first victims."

"He would never hurt those he care for and we would never let him "

Felicia laughed sadly "How little you understand the beast, it can destroy without killing Spider-man. Remember the credo, Beasts we are, lest beasts we become."

She would say no more and eventually Spider-man and the Widow fled the rooftop. Him swinging though the night her bouncing from rooftop to rooftop.

Finally, he arrived back at the concert hall. Police and firetrucks betrayed that the crisis was over.

"You know you should have killed her." Widow said darkly

"Not the first mistake I've made since putting on the webs and it won't be the last but it will be one I can live with."

"Today at least."

"Oh you mean you think I might regret it later."

"I assumed that went without saying, I was referring to the my choice to let you live for now, for some reason your powers don't seem to be overwhelming you if anything they enhance your selfless and heroic tendencies."

"So I passed another test."

"Allowing me to kill her would have certainly told me much, about who you are. What you are becoming. I leave you Spider-man, continue to impress me and I'll continue to suffer your existence, but I have my oaths, oaths as serious as the Black Cat. "

"You could have the wrong idea about me, like she did "

"We will see perhaps the coming Ascension will allow you to prove me wrong "

"Ascension what do you know about that?"

"I know that it is coming, I know who plans for it."

"And "

"AND one of the Spider-men I executed was seduced to the dark side by one who wanted assistance with his Ascension. You'll forgive me if I await the outcome of this one before I declare you worthy to bare the burden you've been given."

With that she vanished into the night Spider-man found his clothes and Xander descended the steps to meet his friends.

"Xander where the hell were you."

"The roof, Felicia was The Black Cat, she attacked me but Spider-man showed up and they went racing off."

Buffy was pensive "You know I got a funny feeling from her from the start."

Willow smiled proudly "Spider-man saves the day again, did you get pictures."

"Now Willis, You know my only thought was your safety."

Willow snorted "Well you can help us now, your friend Cassandra went missing. I hope she's all right."

They gang searched the crowd and eventually found Cassie who had gotten herself trapped in an elevator while looking for Xander. In light of what she had seen they gang decided to trust her with the truth about Felicia, which she found shocking.

"So what are you guys , like the famous five or something."

"Actually its called the Scooby Gang and yeah we do seem to run into more then our share of the weirdness that infests this town." Xander told her

Cassandra laughed "You know, I sensed something about Xander when I saw him the other day. " she said to the girls.

Buffy smiled at the girl "Really, cause my first impressions was that was nice but clumsy, He tripped and fell when he first saw me."

The girls shared a laugh as they headed to the ground. They ran into Giles and Wesley arguing fiercely. Faith looked miserable.

"What's with you guys we came out on top. " Xander asked

Wes sneered, turning to Xander he prodded him with a finger. "Mr. Harris I insist you tell me where this Spider-man of yours can be found."

"Sorry old man, trade secret, I don't find Spider-man I just get lucky, a lot."

"I told you, He isn't going to give him up without knowing what going on." Faith said looking at him pointedly.

"What's going on is attacks."

"Yeah by the Black Cat."

"Oh no not these, the witnesses report that they were harassed by Spider-man." Wesley said pointedly.

"By Spider-man or something that looks like him." Giles said tiredly

"Can I see?" Xander asked

Wesley produced a sketch. "This is what the victims claimed to have seen."

They all took turns looking at the picture. Angel and Faith both seemed upset casting veiled glances at Xander. Willow looked doubtful but it was obvious that she was relieved the pressure was off Oz. Buffy growled that she would make this top priority. When he finally got the sketch, he saw why people thought it was Spider-man.

Save for the demonic appearance of the face it looked exactly like the Web-Slinger. Xander cursed his stupid choice to avoid telling his friends his secret identity. Could this really be him? Had he blacked out and unleashed some terrible demon ...surely it couldn't be him ...but if it was then he was in danger for if Black Widow did not kill him then Buffy surely would

* * *

I know what you are thinking Joyce, this is getting way too complicated. Well I agree. When the answer presented itself it was so simple everyone felt stupid for jumping to conclusions. Unfortunately by the time that happened, the Scooby Gang was coming apart, right when Sunnydale needed us the most.


	11. Xander in Doppelgangland

A/N: I just want to say A big genuine thanks to everyone that has read and reviewed up to this point. Your praise and advice has really helped me keep this story on track. We are getting close to the end of Season 3 and I plan that Spider-Xander's contribution will be one to remember.

* * *

The next several days were tense. Xander stayed out of the webs in order to give Buffy a clear shot at whatever was posing as Spider-man but that just made feel like a coward. Every siren accused him, every accident victim whose injuries where more serious because they didn't make it to the hospital quickly enough tormented him. .

There were also several more attacks.

Faith come to the apartment and confronted Xander. "For god sakes Harris just tell them."

"Yeah cause that's just such a great idea Wesley is hunting for blood, Buffy is too."

"Well they would stop if they knew that you were the man in the webs."

"Wesley is not nearly as trust worthy as you think." Angel said quietly "If he knew that Xander was Spider-man the first thing he would do is turn him into the Watchers Council."

"Christ, don't you think I know that." She cursed venomously "the stuffy bastard is driving me crazy."

"Right now No Spider-man is good. Buffy has issues with the Spider and until she gets over them, Xander opening up is just going to cause more trouble, trouble we don't need right now."

Xander's worst fears became real. In a closed door Scooby meeting, Buffy made a deal with Wesley. She would hunt Spider-man leaving Faith to deal with the Ascension. Since Faith had made no progress in finding the wall crawler Wesley leapt at the offer. Xander had to find out about the meeting from Angel. His loyalty to Spider-man was well known and Wesley insisted that he could not be trusted. Buffy tried to soft sell it. Her desire to leave Sunnydale and attend Northwestern was equally well known. Wesley offered to help her get into the school. The deal put a strain on Buffy and Xander's friendship. She moodily griped that he should allow Spider-man to clear his name. He snidely pointed out her stake first, ask questions if it occurred to her policy.

In the midst of the turmoil, Willow felt torn in two directions. Then Synder pressured her to tutor a brainless jock or have her academic future scuttled by the vindictive educator she started snapping at everyone and everything.

She was helping Giles in the library do more translation with the scroll when Buffy came in in full rant mode. Giles listened patiently but Willow finally snapped a pencil and in the process cut her hand badly. Weeping openly, she dashed out the door refusing to return to the task. Somehow, this became Xander's fault. Their finger pointing and blame laying eventually caused Giles to roar angrily that they should grow up.

"Xander is showing loyalty. And since all we have is a few witness statements and no physical evidence that loyalty is not misplaced."

"Giles …" Buffy cried out

He ignored his charge " Buffy on the other hand is thinking about the safety of others. No matter what you both feel like, something that is obviously dangerous is lurking. After the pointed comments you made during the…. Unpleasantness with Angelus I would think you'd understand and support Buffy doing what has to be done."

Xander moodily left the library catching sight of Cordy in the hall he decided to avoid her as well and sprinted the other way.

He wandered town until he could no longer stand feeling alone. He headed to The Bronze.

Willow was there. It looked like the jock, she tutored was attacking her. He was about to lay a Spider-type beating on the jock's ass, secret identity be danmed, when Willow herself threw him across a room. He marched up to his best friend who embraced him as if she had not seen him in years. He noticed that Willow had acquired a taste for tight form fitting black leather in the few hours since he had seen her last.

"Oh my sweet big boy, I hoped I would get to see you again." her voice was wispy.

"Ah Willow, are you OK?"

She cradled his head in her cool grip. "Our little boy is being so naughty."

Xander suddenly noticed his spider-sense was raging. Buffy walked into the room and catching sight of them both together marched over to them.

"Look you guys I realize some things have been going on."

"Who is this sweet thing, she smells like death, bad death." Her eyes narrowed and her tone was venomous.

"Willow I know you have this thing about Spider-man and I get that but that shouldn't mean we can't still be friends."

Willow released Xander from her iron hard grip. "Bored now, I'm going to find my sweet baby boy."

"Look Willis I think Oz can wait just a second. " Buffy snapped, she reached out to grab Willow's arm.

Willow's face melted and reformed, she was a vampire. "Get off of me." she snarled as she shook off the Slayer and marched out of the club without a backward glance.

Their argument forgotten, Buffy and Xander headed back to the library where Giles reacted with shock and horror to hear that Willow had been murdered and turned.

"We will find her and…. Lay her to rest" Giles promised

"Maybe we could curse her." Buffy said desperately

"That spell is hard to do and willow was the one to do it. I couldn't guarantee that it would work."

"But we have to try, don't we?" Xander asked " I mean we have to get her back somehow."

"Curses are unnatural things. At best we would be condemning Willow to the same fate as Angel. A lifetime of solitude with no hope of every knowing happiness."

"Perfect happiness she could have ordinary happy, moderate happy, casual happy." Buffy insisted desperately

"Buffy, " Giles shouted, she reacted as if he had hit her and he softened his tone. "The Willow that we knew and loved is gone. Even with her soul, she would still be a monster. Angel almost went mad with the knowledge of what he had become. It was decades before he became the person we know now. Can you really afford to put Willow through that, do you think she deserves it. The gypsies were trying to punish Angel. Willow has done nothing to earn the kind of pain she would be subjected to."

"I'll go with you." Xander said quietly

"No, absolutely not she's, not our Willow anymore and she would use that against you. This is something I will do for her, please Xander let me do my job and let me not have to worry about the only living friend I have left dying at the hands of a Willow-shaped demon…please "

Xander nodded and left them to the hunt.

Giles watched him go sadly. "First his friend Jessie now this , that boy has suffered much for his devotion to this battle."

"I hope he can forgive me."

"He knows you have a job to do "

"Not Willow, Xander knows the score there. I'm taking about when I kill Spider-man tonight. I stopped him from helping for a reason. Now he'll call Spider-man. All I have to do is find the vamp Willow and Spider-man will be there. "

"Are you sure that's wise."

"Every man has a weakness and Xander's is the fact he loves Willow and would do anything for her. He would never betray Spider-man to me but if he thought I might choke rather then kill Vampire Willow then he will ask for help and Spider-man will come out of hiding for that if nothing else. "

"So in reality you have no problem staking and killing your former best friend turned to a vampire? "

"If this was a year ago I'd say yes. And as I recall Jenny paid for that mistake. " She strode toward the door.

Giles watched her leave and tried to tell himself this was not a worse mistake. He was not concentrating when a shadow drifted into the library. His senses finally kicked in when it was too late and the he was totally unprepared for what came next.

* * *

Spider man had been swinging for hours and nothing. Not a peep, Vampire Willow was impossible to find. He looked down saw a shadow moving across the rooftops.

"Got you babe"

He landed and saw the shadow slip inside an abandoned building. He approached a window and felt his spider-sense buzzing

"So that's our game. Fine then we'll play. "He climbed through the window and slipped into the shadows.

* * *

Angel answered the buzzer on the apartment door. Faith strode in looking like hell and feeling worse

"This had better be good." She snarled "Wes is really getting on my last nerve.'

She looked around and Angel gestured her to take a sit at the worktable. Cordelia was already sitting nursing a hot coffee and looking miserable.

Hey Queen C, what's up Deadman you looking to trade for the non-slaying cheerleader."

"Cordy has a tale to tell and I think we need to hear it together."

"What's up?"

"Cordy tell it again tell it like you told me and then we will decide."

"I know you guys are looking for the phony Spider-man."

"How do you know it's a phony, Buffy seems convinced "

"Buffy is an idiot, and frankly so is Xander. That's why I came to Angel I figured he was in on the big secret."

"What big secret."

Cordy sighed and cut to the point. "Look, during the whole Gwen Raiden thing I was feeling pretty bad about breaking up with Xander. So bad that Harmony Kendell invited me to some get together. A kind of girl club where the women are supposed to be empowering themselves but basically they bitch about their screwy choice in guys."

"Sound like fun can I join "

"You might want to reconsider that after you hear the story. The head of the group is this woman, Anya Jenkins. She preaches that we have to envision a world without the pain that keeps us back, a world without the guys who abuse and use us."

"Sounds cool." Faith snorted

"It gets better, all the members wear these special amulets to show that they won't be taken advantage of anymore. Harmony gave me hers…you're supposed to picture a world without your pain but I couldn't help it I really blamed Buffy for things. She was the one who made Xander attractive, if it hadn't been for her things might have been better "

"That's a stretch " Faith started but Angel shushed her and Cordy went on.

"I wished, I wished that Buffy had never come to Sunnydale and …and it happened. I was in a place where Buffy wasn't in Sunnydale and the place was like Hell. Everyone was there; Angel, Willow, Giles every one. Except they were different. "

Faith kept making comments "Was I in this dream." She said smugly

"No you weren't they had never heard of you. But there was a Spider-man he was different, Darker, more vicious, and he fought alongside Giles and some other people against that Master-guy I've heard about. Willow was a vampire and she was powerful too. Nobody messed with her. "

Since she had Faith's attention now Cordy continued. "The Willow of that world created a thing, she made it … out of herself and Spider-man but it was different dark and twisted really screwed up and it hated Spider-man even at the same time it wanted him. The Spider-man of that world called the thing Venom. The picture Angel showed me of what Buffy is hunting tonight is Venom. Somehow he's got loose from his world, came here, and if he is like he was there, the one thing he wants more then anything is to destroy Spider-man ruin him and leave him alone and helpless. "

Angel summarized for Faith who looked confused. "Venom is a doppelganger of the Spider-man we know and love. Similar in every way except that he has a demonic bestial appearance."

"…And the fact he is crazier then a fifty percent off shoe sale. Kept calling Vampire Willow mother and Spider-man Father."

Faith whistled "That is crazy, ok if this actually happened, how did you get back?"

"The Giles of that world was looking for help. To get it he rebuilt a machine, it looked like a clock. If you used it right, it opened a gateway to another world. Something happened and I had a chance to use it. Anyway, Alterno-Giles sent me through with instructions to give the amulet to the Giles here. Apparently, the magic of the pendent creates a marker. Once used to go to an alternate world the pendent acts like a beacon. Someone could home in on it and come here from there. I gave him the pendent."

"Fat Lot of good this does us --- Hi Giles, that phony spider-man running around. It turns out he is the mystical union between a vampire version of Willow and an alternate universe Spider-man."

"Not a problem, Giles called to tell me that Willow had been killed and was running around as a vampire. Buffy took off to hunt her down and kill her I was going to join the hunt when I heard from Giles. Willow showed up at the library very surprised by the level of love she got from Giles. "

"There can't be two Willows " Faith protested

"Yes there can," Cordelia explained. "Vampire willow is here and the fact that Venom is running around can't be a co-incidence."

"Well what about this clock thing can we use it to send them back"

"Clock's on the other side of the door. " Angel held up yet another sketch. "This is the closest thing we have on this side."

Faith gasped. "That's a picture of the scroll thing Giles has been screwing around with."

Angel nodded. "Somewhere out there, we have two evil twins running around. And more important neither Buffy or Spider-man know that Willow is alive and well and that if they don't nail Vampire Willow it could go very badly for us all."

"We'll go on the hunt " faith said resolutely "As for Venom, for all the trouble he's been I'm betting Spider-man will want to give him a seven course ass kicking. "

"Killing Venom isn't going to be easy."

"Why?"

Cordelia took a deep breath and gave a highly edited version of the rest of her story after all, some things were for Xander and Xander alone to deal with. .

* * *

At various times since becoming Spider-man Xander had idly wondered how he would fair against a Slayer. His training sessions with Faith had gone a long way to answering that question but that was training. Faith for all her power, was more like a street brawler with good moves. Buffy was the more capable of the two fighters.

His spider-sense tripped off. Buffy came at him like lightning. She scored several hits that drove him back but he tossed her aside and hopped to a wall.

"I know you think I'm dangerous but lets deal with Willow first then if you still want to …"

"I am dealing with my friends both of them.": Buffy said resolutely " I've always known Slaying would leave me alone. Either something would kill my friends or they would turn on me."

She hurled an axe at Spidey. Then she darted toward where he was instinctively going to jump. Her punches and blows were everywhere he wanted to be and yet his spider-sense kept him ahead of her strikes, just barely.

"Willow died because I didn't keep her away from the things that haunt this town and when you're gone Xander will hate me. Why did you have to turn on us, start attacking people."

"You're wrong, I'm not the enemy." He cried out but she wasn't listening strange as it seemed she was lost in a world of her own nightmarish insecurities flowing out in the banter she unleashed as she attacked him.

"I know what he thinks of me. Buffy the Cheerleader; given a chance to be a hero, All I do is whine about why I can't be normal. Given a chance with a normal guy who I can love and grow old with I chose a cursed vampire. He doesn't understand what its like to want to be normal, to want to be understood for who and what you are. I want out of this life I want to be more then the Slayer and if my only chance means offering Wesley your head on a plate." She redoubled her attacks they came faster and more furiously

"Xander doesn't hate you " Spider-man cried out waving around a flurry of kicks that would have crippled him if they landed.

"He doesn't trust me, doesn't think I have what it takes to do this job. I knew he would go behind me to tell you about Willow."

Xander froze as he realized he had unwittingly played into her insecurities. That he didn't think she could cut it. That she would hesitate when the moment to strike came.

"I'm not the person you are looking for." Spider-man jumped to a wall and perched there.

"Fine, prove it to me, prove to me that you aren't a threat, prove to me that Xander is right and that you are still the hero he thinks you are. Prove to me that I can trust you."

Xander sighed and reached upwards to grab at the edges of his mask. He had seen this moment a thousand times and in his nightmares, he always lost Buffy as a friend forever. He was taking it off when he felt something that felt like white noise in his head and then the window exploded inward. A shadow dropped and hit him hard, sending him crashing to the ground. at Buffy's feet. He struggled up and looked into a face he had almost forgotten.

"Hello Father, we've missed you so very much. Wanted your heart to carry to mother, she is here you know."

"Venom!"

"It does our heart good to hear that name come from your lips. When mother killed you, I thought we'd never hear it again. But mother is kind and loving. Showed us how to pierce the veil between worlds and come to find you."

"What do you want Venom."

"What we have always wanted father, to kill you, over and over and over, one time for every second of pain we have endured since our existence began." Venom came at him fast

Xander shoved Buffy out of the way. "I'll take care of him. Find his mother. She's got to be bad ass if she can control this thing."

Buffy startled and then sprinted for the window.

Xander fought Venom and noticed for the first time that he was taking more hits then he normally did. There was white noise in his head. That he realized was his Spider-sense being blocked. Something about this abomination made his one edge in a fight useless. "Doesn't matter" he said grimly to himself "I still have to stop him , put him down somehow".

Venom laughed at his efforts "Oh you are much less fun then before father, pulling your punches perhaps you think We're going to be a good boy if you take it easy on us. Well let's get that thought out of your skull along with your brain."

Venom's talons slashed at his face and Xander snapped his head back kicking out hard at the bulky demonic thing. "That's our daddy, more, harder make it fun for us."

A three-foot rebar rammed into Venom's chest. Buffy was holding it. "And I thought I had father issues."

Venom screamed and tore at the metal staff in his chest. He fired webbing at Buffy that caught her and secured her to a wall. She screamed in pain. "Listen Father her screams are musically delicious. I made my razor webbing for all of the special people in your life."

He stalked toward Buffy slapping the Rebar in his fist. Spider-man pulled himself back to his feet and fired impact webbing at the head of the thing. Venom screamed as he began tearing at the sticky webbing entrapping his head and face.

Spidey did not wait. He just bounded to the wall and yanked the razor webbing off the wall. Tearing it off Buffy and freeing her. Little cuts covered her skin and clothes.

"What was that?" The lacerated Slayer asked tiredly "it felt like I was wrapped in barbed wire."

"Razor Webbing courtesy of the bad guy. Aren't you supposed to be fleeing for cover."

"What and miss the chance to eat a bit more crow. "

Venom tore away y the webbing on his head and started toward them but then he stopped. Cocking his head to one side like a dog, he was obviously hearing something. He spring to the window. "I'm coming Mother, I'm coming."

"Junior has good ears, I'm thinking this family reunion should be short lived."

Buffy nodded, they sprinted for the opening and saw Venom webslinging away.

"He's moving really fast " Spider-man said grimly

Buffy nodded "I wouldn't want to lose track of either of you."

"If you don't tell anyone, I won't "

"Agreed "

He held out his arms and she hopped into them. Soon they were webslinging after Venom. Xander had to say carrying Buffy had certain advantages over carrying Faith. Not the least of which was, unlike Faith, Buffy screamed in this cute way as they flew over the rooftops tracking his evil twin.

The trail ended at the Bronze, Venom slipped inside. Spider-man landed on the roof. He and Buffy dropped to the ground where Angel, Faith, Cordy and Giles were lurking in the shadows. Most surprising of all, Willow was there in all her Willow-y goodness.

"I'm still not sure of all the details its all very confusing" Giles supplied helpfully

"Can you believe the Watchers Council let this guy go." Faith sniped, Xander laughed underneath his mask.

"I see you two are still in one piece."

"Call it a temporary non-aggression pact "

"Vampire Willow is inside, some time in the last few hours she has rounded up cadre of thugs intending to terrorize the city." Angel summarized for the latecomers

Willow snapped "Can I just point out my annoyance that not only am I skanky and possibly gay when evil I also become hideously cliched "

"Don't worry hun," Buffy soothed " remember that's just a demon in there it has nothing whatsoever to do with what you are really like."

Well actually…" Angel started until a series of dark looks from everyone …even Faith lead him to keep the thought to himself. " Good point Buff."

"SO what's the plan, rush them in the manner of John Wayne." Spider-man suggested

"Body count could get a tad high with that plan."

"We could dress up our girl Willow here and lure them out." Faith said

"No, No, and can I just say no again." Willow muttered

"It's a corny plan but it might actually work." Buffy supplied disconsolately

"Maybe if we give them something they really want." Cordy said quietly "Something we know that they really care about."

"Whist do you mean Cordy." Buffy asked

"Cordy thinks Bad Willow is from some alterno-dimension with No Slayer and a very dead Spider-man "

"Come to think of it, Venom seemed really eager to wipe the floors with you." Buffy speculated looking at the webslinger.

"I sense much suffering in my immediate future." Spider-man sighed. "Ok I go in and distract the bad guys with snappy patter and spider-heroics. "

Buffy nodded "We go in cat-like dusting surgically while the crowd is over-awed by your performance. " Buffy stated. Faith and Angel nodded.

As usual, everyone but Xander agreed the part he was to play in Buffy's plan was a good one. " yay me." he grumbled sullenly

* * *

Evil Willow was finishing a demonstration when Spider-man burst into the club. The girl in her arms was being drained dry. As she dropped her burden she smiled and kittenishly remarked "questions, comments."

Spider-man dropped to the floor. "Yeah, if a tree falls in the forest and no one is there to hear it, can I still kick your skany leather clad ass." Evil Willow startled and when she froze, Spider-man entangled her in impact webbing that sent her crashing to the floor, wriggling like a fish.

The white noise in his head was back. Venom was coming so he leapt fifteen feet up. He then let himself fall back to the ground landing on Venom's head.

The two began a pitched battle across the floor. Vampires and club goers skittering to jump clear as the two sailed acrobatically around the room Xander got a real education about what it was like fighting Spider-man. Venom had all his moves and then some. Plus, he was ruthless and totally demented. Xander's only edge was he wasn't crazy. He could plan and react and react he did.

A shrill and piercing whistle cut the air like a knife. He looked up and saw Evil Willow was free. Worse she held Willow, his own sweet Willow hostage. "If my two men want to kill each other then there's nothing mommy can do to stop them." She vamped out, her fangs poised above Willow's perfect neck. "Oh wait, yes there is something I can do." She growled

"Don't do it" Spider-man said

"Oh but honey, your were so much more fun to play with after I killed everything that meant anything to you. Besides, Her and me, " Evil Willow moaned " oh such nasty things we could do together."

Cordelia's voice cut the room. "Hey Bitch remember me."

Evil Willow snarled "You, What are you doing here."

Cordy stood above the DJ booth. "It's called Payback, look into it." she twisted a console control and loud rock music blasted out at a volume just past earsplitting. The club patrons reacted with annoyance, the vampires with their better hearing reacted with discomfort but Venom reacted as if he was in genuine pain. Buffy leapt out of the crowd and grabbed Willow. Spider-man moved like lightening. He shot a web-line out that tripped up the Evil Willow.

Spidey turned and punched at his doppelganger repeatedly hitting his writhing form until it collapsed into unconsciousness. He was turning to deal with Evil Willow when he saw her leg sweep Faith and then leap upward escaping out the roof entrance and into the night.

Well don't just stand there, " Buffy cried out "get after her."

What about you" he asked

She dusted the last of the vampires and "we're fine, we'll be finer if you stop evil Willow."

Spider-man hurled himself out in the night. Sailing over the rooftops, he eventually landed at the school chasing the vampire though the halls they arrived at the library. She had opened a vein and was holding her hand over the arcane blueprint Giles had been working on.

"You gonna leave junior behind." Spider-man asked

"He's a big boy he'll find his way home in time. " An eerie glow came from the paper a glow that surrounded Evil Willow

Spider man marched toward her "I'm not letting you get way."

"OH yes my sweet Xander come with me, I know it got bad before but this time would be different. You and me owning the darkness together, Willow and Xander together just like before and no cheerleaders to screw tings up."

He paused "What are you talking about we were never together."

"Yes we were until that bitch Cordy Chase took you from me. But I showed her, figures that when I finally find you again she is there too." Spider man rushed Evil Willow but she dodged and grabbed him by the throat.

"You'll like it at home we'll be a family again. You, Venom, and me; maybe we can have another child. You could go back to using your real name. The name we came up with together before things went sour my sweet Carnage."

The glow was intensifying and Spider-man felt himself losing contact with the world, slipping away. His Spider-sense was going nuts.

The sound of metal singing and Willow's scream brought him back. Her hand and arm lay on the ground, she was holding a bloodied stump. He looked up, and there was Black Widow.

Evil Willow let out a string of curses that faded into echoes as she vanished. The glow faded from the room leaving the blueprint quiet again.

"What the hell was that?"

"That was a doppelganger of your friend Willow Rosenberg. Turned evil and insane by the Master's chief lieutenant."

"Angelus was evil in that world too."

"No in that world the vampire chooses the pathway that was forced on the one in this reality. No that Willow was destroyed by one she trusted, her best friend Xander Harris."

"Xander " he barely hid his disbelief

"In that reality you gained the powers you have now and the darkness took you. You re-imagined yourself as the being called Carnage. As Carnage with Willow at your side you brought much suffering to Sunnydale and the world."

"How do you know all this."

"Because my order, my matriarch has seen the webs of fate, this is how we found Spider-men across time and tracked them and why we have had to kill them all. They have all been as Venom is or worse like Carnage was." Black Widow retrieved her throwing blade and turned away from him. "I do not know why you are so different from your other self but because you are I'm reluctant to destroy you until I know for certain which path you will choose."

"How will I know I going the right way?"

"If I don't kill you, you will know "

"And if you can't kill me "

"Venom hates and despises you because he knows that no matter how evil, twisted and psychotic he is, he will never be like his father. Choose your path wisely Spider-man because if I cannot stop you the world will pay the price."

Black Widow disappeared just as Buffy and the rest arrived in the library. Where is the evil one." Willow asked anxiously

"Gone back home. " he turned to Giles "Mr. Giles I think I know what this thing is " he pointed at the blueprints he explained that it was a means to move back and forth across the dimensional divide. Cordy confirmed that the blueprints matched exactly the machine the Alterno-Giles had used to return her safely to this world after her adventure.

"That's a story I'd like to hear more about " Giles stated and Cordy wearily began recounting her tale again. It was so engrossing no one noticed when Spider-man slipped away.

* * *

Xander was perched on his skylight looking out on the city. Across town Sunnydale Highs best and brightest were prom-ing it up in style. The events of the past several days had drained his desire to party and even Buffy's sincere invitation that he go as her date didn't sway him any.

Cordelia startled him from his deep thoughts. She was clad in the outfit he had swindled for her. He looked at her and she blushed at his stare.

"I figured I owed you one since you're the reason I even have this thing." Cordy came out and sat beside him."

"So how come you aren't being the Belle of the Ball "

"Oh I'm going to be there, I want to see Buffy 's face."

"Are you guys going to pull a Carrie on her cause She's a Slayer, it could get ugly."

"As if, no the Prom committee decided they want to give her some secret award, I only found out about it cause I still have a bit of pull socially speaking."

"An award?"

"For protecting us, " She reacted as if he was a slow child. "You think the students are really so dim they don't know a hero when they see one. "

"That's great. " Xander smiled, "A little public recognition for everything she had done would do Buffy a world of good."

"I'd of told them to give one to Spider-man but awards like that are reserved for students and outside of Faith and Angel and me nobody knows your Spider-man

" I'm not…."Xander sputtered

"Please I may wave pom-poms Mister but I'm not dumb. "

"So how did you figure it out." He asked resignedly

"The old fashioned way, you told me "

Cordy when on to tell Xander the parts of her story she had edited out of he version she had told the rest of them. She told of how upon arriving in the alternate world she had met a dark and defeated Xander.

"Yeah apparently I'm some piece of work over there" Xander replied bitterly

"Was a piece of work, you died, you died to save me. " Sadly, Cordy told the rest of the tale. Carnage had indeed been an evil influence but he had been rescued from the darkness that had taken him by love, love for Cordelia Chase. For Cordy, Carnage had reformed, betrayed his comrades, left Willow, and joined the resistance. They had succeeded in defeating the Master. However, Willow had rallied her dark forces and unleashed Venom on the world. His first act, slaughtering several resistance fighters including that reality's Cordy Chase.

Her death had plunged, Xander/Carnage into a deep depression. Their Giles had been looking for a miracle when Cordy had appeared. His love returned to him at last Xander/Carnage had taken up the fight again and they had come close to winning.

Willow was at Xander/Carnage's dubious mercy. One strike and he could have ended the war and saved the rest of the town and those beyond, also suffering under the hell that he was partially to blame for creating.

Just when victory seemed assured Venom had captured Cordelia. Threatened with seeing Cordy die again Carnage had hesitated too long and Willow in her madness had killed him. Murdering Xander had ripped away the last vestiges of her sanity. Wesley who apparently was not a prick in that world had invented a sonic cannon and used it on Venom but his attack came too late to save Xander.

"So that was how you knew to turn the music up really loud."

"Venom is a combination of vampire and spider demon his sense are acute, too acute really he is very sensitive to sound. Loud noise hurts him. "

"Something I should remember if my Xander-luck holds and he comes back for a another go at me."

"Anyway, before the battle he told me a lot of things. Like how he had tried to be a hero at first but the strain of keeping people in the dark, losing friendships and everything else had driven him over the edge. Carnage was born and soon thereafter Evil Willow."

Xander nodded. "So you jumped to the conclusion that I was Spider-man based on the tormented ranting of a slightly insane version of me. "

"Well there was other evidence which makes too much sense not to pay attention to it. I mean either you're Spider-man or you hiding a love child or something but you really have some issues."

"I could be gay you know "

"You're wardrobe wishes you were that lucky. Anyway, I wanted to tell you not to lose hope. That those of use that love you and know the truth appreciate everything you do and everything you try to do to protect us. "

"Thanks Cor" Xander helped her stand he hugged her and then holding her face leaned in to kiss her she responded and they melded together. Then the moment was gone she was gently pushing away

"I'm sorry that was out of line I read the moment wrong." Xander said quickly

"No you read it right that is the moment two people who care about each other are supposed to kiss."

"Then what was the …ah yes your date. "

"My date is Wesley "

"Wesley?"

"That man has hidden reserves of suave if he'd let go of his father issues he might be less…"

"Of a pompous twit?"

"I was going to say uptight."

"So what about you and me "

"There is no you and me, there never can be. I watched you die for me. Because you loved me and cared for me you hesitated."

"That was another Xander from another world "

"Another Xander but still you , you where it counts. You are a super hero and that means you are going to make hard choices. Those super shoulders are going to bare some heavy burdens and since you are who you are, you'll do fine. But I'm not her."

"Her?"

"The other me selfless and strong and noble and all the other things he said I was. I can't sit at home wondering if you're hurt or dying somewhere cause some punk with a gun got lucky. What if you got hurt because you were trying to save me. What if you got hurt because you were worried about me instead of fighting the bad guys like your supposed to. If I can't know one hundred percent that I can deal with that then I'm just fooling myself and risking your life. I can't do that and you can't afford to let me."

"Don't you think it should be my choice. I can make my own decisions about the risks I run."

"You've been making choices for over a year keeping everyone in the dark about what you really are. I don't know if that was right to do but I do know that there is no way I'm allowing myself to be the reason you fail. I've already seen what happens when Xander blames himself for the deaths of those he loves. I do not intend to put that look on your face."

"So what? You came over here just to say -- Hey Xan, Surprise I know your Spider-man but don't worry, the thought of you going evil and killing everyone assures that I'll never want to be with you."

"I hoped it come off as more self sacrificing."

"It didn't "

. " I'm sorry you feel that way." Cordelia sighed. "I'll leave you alone."

"There are better ways to punish me for breaking your heart if that was the point of this exercise."

"I'm not punishing you Xander, I've seen the good that Spider-man does. People believe in him and they hang on that much longer because of him. I'm not punishing you Xander, whether you know it or not, I'm helping you out."

Xander snapped at her angrily "How does leaving me forever help me out, explain that to me."

In a sickly ironic moment a police siren ripped across the night sky. Xander winced Cordelia looked at him steadily "I'm leaving for the prom, if you can ignore that, even if only for tonight, then prove me wrong and go inside. put on your tux and we will go to the prom as a couple. "

Xander looked at her then dropped inside the loft.

A moment later a blur of speed shot past the weeping teenager as Spider-man sped into the night. Cordelia's tears were a mix of pride and sorrow, Pride that she knew someone like Xander Harris, sorrow that she would never be a part of his life. Xander Harris belonged to Spider-man, and Spider-man belonged to a world of which she could never be a part.


	12. Graduation Daze

A/N - I want to thank the continued reviewers of these chapters whose remarks and advice make it easier for me to keep working on this epic. I really want to thank Luis Silva whose speedy Bata services have insured that these last two chapters are a tad more…. Polished, then long time readers will be used to.

* * *

I didn't have time to weep over the Cordy thing Joyce, Graduation was around the corner and the ascension was fast approaching. We thought we were ready for every possible gambit. We were wrong, tragically and almost fatally wrong…

* * *

"Its' a wonderful life, " Spider-man sneered " obviously Jimmy Stewart never lived near a Hellmouth."

The city was being depressingly quiet no crimes, virtually no vamps and no restless demons. The city of Sunnydale was taking a huge breath and Xander was sure that the scream when it came would be deafening.

He was considering calling it a night when he saw a group of mixed beings stalking a old man moving quickly up the street. Spidey homed in on them as they made a final rush at their target as he strode quickly up the block with a walking stick in hand.

Letting loose with a tarzan-yell Spider-man dropped on the rearmost guy and tossed him bodily into the air. The group was confused for a moment and that was when the impossible happened.

The old man turned and hurled the walking stick he had been using at another thug, he leapt into the air grabbing the pole as it bounced off the skull of his target. He landed in the middle of two more and lashed out with the pole taking both in one shot. Even as they fell he darted among the rest of the forces smacking them around like rag dolls.

In less then the time it would have taken Spider-man to take two or even three of them all five were unconscious and the old man was standing tensely watching Spider-man

"That was …unbelievable " Spidey's amazed reaction hidden by the mask.

"Aren't you Spider-man" the old man asked suspiciously " Christ, you must still be green if you ain't ever seen a Nanjin monk before."

"A monk, like the guy from that old tv series,"

"Sholins are pussys, anyway I need to see the rest of the goody goods in this town. Pardon the pun."

"Huh?"

"Brightness not a requirement of heroism around here I see, I'm blind dummy."

"Well you are wearing sunglasses, but this is California "

"Well I sure as hell aint hiding a hangover under these," the old man sneered lowering the specs to reveal white orbs where his eyes would have been. He was indeed totally blind. Spidey was about to tell him off when the old man clutched his head in obvious pain. "And could you snap it up I aint got all day judging by that last head splitter."

"Ya want a Advil or something?"

"This aint a headahe ya boob, it's a …ya know just put the word out that I want a meet and greet where do ya all plot to screw with the bad guys."

"Sunnydale High School --- the School Library "

"Yer kidding me , the fate of the world rests on the shoulders of High School teachers "

"Nope, High School students. "

"The world is freakin doomed "

Next morning the old man was in the library and Giles was again explaining why yet another stranger was on campus to Synder who, for a change, did not say anything. He contented himself with grumbling under his breath.

Wesley showed up as did Buffy and Willow. Xander appeared yawning claiming Angel had needed something preventing his early arrival. Nobody noticed the old man's odd look at Xander or the way that Xander avoided looking at him.

Wesley grumbled that he could not find Faith. Everyone avoided the topic since she was obviously starting to duck Wesley if possible. Xander promised himself he would check up on her later.

Wesley looked at the old man and bowed formally "I greet you sensei and hope that your hearts pathway is straight and short."

"No its hard and long like the ladies like it, who is this barnacle." The old guy snapped

'I was just giving the "

"The formal greeting of the Nanjin which, by the way, sounds like crap in any other language except the original? English lacks the poetry. Besides do I look like some philosophy spouting fortune cookie."

Wesley tried recovering his dignity ignoring the loud snicker that came from the one of the others. "Yes well if we could know the nature of your visit."

"My name is…. Stick and as poffy-boy here hinted I'm Nanjin for the informed I'm top level as high as you can get and still take an interest in anything other then the contours of cave walls. "

"What is Nanjin" Xander asked

Giles answered "a sect of cave dwelling monks they learn to look with their hearts not their eye part of the ceremony involves willingly surrendering sight in order to gain greater insight. "

"They are also known as having developed a particularly effective method of martial art." Wesley lectured

"ohh sounds like fun, anything I can pick up " Buffy asked

"Sorry, Sunshine Nanjin don't teach Slayers anymore. We don't like the way old men march them into danger. The more principled of my order feel that man should live in harmony with the supernatural world, Slayers just promote a Homo Sapiens Only mentality, that bugs the crap out of some of them."

"What about the vampires who chow down on the innocents here in town." She snapped

"What about the cow that was made into the burger you enjoyed last night, are there slayers for them. What about the greens that donated their lives to make the salad eaten by missy standing beside you. Who fights for them. Life consumes life that's the way of things the beasts strong enough to protect themselves prosper, the things that can't are warm bait. "

Their argument was cut short by Stick crying out as another headache ripped at his skull.

"What's wrong?" Buffy asked her concern erasing her annoyance.

"What's wrong is the reason I came here. Wolfram and Hart are getting a bit nervous about their man Wilkins and his Acension plans. They want to swing the deck in their favour so they are bringing in a ringer. A lawyer from the firm developed a backbone and came to me. "

"Why?"

"Cause they sent a Nanjin initiate to kill him

"Where is he?"

"Dead, but before she caught up to him he packaged up all the evidence needed to scotch Wilkins plans "

"Excellent, are you carrying it on your person "

"In a manner of speaking yes. The ambulance chaser uploaded the knowledge to my head. Everything he knew I know. "

"The head aches "

"I m not following "

"Xander, humans use twenty percent of their brain capacity if they are lucky. Our friend here was using almost a hundred percent before he uploaded the additional knowledge."

"Your head is about to explode. Like in Scanners "

"Nothing so special effects, Think of it as a massive brain hemorrhage followed shortly thereafter by my possibly gruesome death. Which reminds me, is there anyone her untouched by magic "

"Master, I must advise against such an action."

"Hey English, I appreciate your concerns …all of your concerns but having my brains running out of my nose like snot is not a really cool party trick it's death."

"Still Thre must be another…"

"OK could you translate the adult speak for the youngins "

"Stick can be saved but he will have to download the knowledge in his head to someone else who is …not as burdened mentally speaking."

"You mean stupid don't you "

"No I don't mean stupid "

"He means Stick needs to unload all that data into someone who isn't using almost all of their brain power already."

"How's about we table the discussion for a sec, times wasting and times something I ain't got whole bunches of in the first place." Stick sullenly pointed out

"How did you know that we were the ones to help you. "

"The Hand, the tale of what you did, how you tried to protect the Death Mage by fighting them. Stuff like that gets you attention. "

"Wow, how about that Giles, we are famous."

"I said it got you attention I didn't say nothing about famous, Me I'm thinking any team good enough to face the Hand might have wanted to save a noble stance like that for something better then a Necromaner."

"We needed him alive, they wanted to make him dead. " Buffy explained defensively

"Relax Slayer, you don't last long in the champion biz without developing some very convenient ends justify the means philosophy to get you through the night."

"So where is this attack supposed to go down and how do we stop it? "

"Wikins is moving ahead with Ascension but he needed to keep you off your guard until it's too late. Expect a psychological attack. Something guaranteed to keep you busy until the Ascension is a done deal. They've been doing their homework so it will be a dozy of a smackdown when it happens."

"What is it?"

"Buddy didn't know he was just a point man doing research and making phone calls one of which was to an ex-student of mine Vanessa Bruer. I was too late to save him but I'll be danm if I let the little minx take out a true innocent. "

Stick went on to explain that Vanessa was considered an incredibly talented initiate. Unfortunately, Wolfram and Hart's claws had a long reach. Even into the dark caves of the Nanjin, where their recruiters had found something Stick ashamedly admitted he had missed. Vanessa's dark need to test herself against enemies and be triumphant.

"Well give me the low down and we will take her down." Buffy siad resolutly

"Can you move or fight without thinking? She is Nanjin and that means she can read your Heart."

"It would seem we will need to prepare." Giles decided

"I'll contact the Council and get whatever information that they have." Wesley assured them.

They group scattered.

Xander dashed through the hallways looking for a convenient bathroom exit. He finally found a likely candidate and was about to change clothes when a Stick's voice startled him. "Not that one kid, at least not yet."

He goggled at the oldster. "How ?"

"You look the same, smell the same even sound the same. You could fool a lot of people but not a Nanjin Master. "

"What about an initiate "

"Vanessa's got hang-ups, she wouldn't let herself recognize the threat you are to her. By the way why do you do the whole masked ID thing.

"I've been thinking about that lately, a lot"

"Think some more, all the lies and deception lead to conflict within and you aren't as effective a warrior if you are filled by conflict." Stick folded up as another head pain twisted him.

"Look if you need help with the head thing "

"No kid you can't help, the powers you have are mystical. There could be screw ups I can't afford. I need someone untouched by magic."

"In this town good luck finding a someone."

"Where are you going, "

"To find Faith, maybe she has seen this killer the bad guys unleashed."

"Be careful you're fast and strong but so is Vanessa, and she has an advantage you don't. She doesn't need to see you to know what you are doing in a fight. Unless you can fight without thinking about fighting she will own you."

"Fight without thinking about fighting. Isn't that a bit fortune cookie for you."

Stick sneered and wandered away grumbling "Lousy kid don't know when I trying to save his ass."

Xander might have dismissed his concerns except that two stoners waddled out of the bathroom giggling with joy. They had been sneaking a smoke in the bathroom, had Xander used that bathroom to change they might have seen him.

* * *

Faith was not at her apartment. He then scoured the city looking for anything. Thankfully, the city decided to give it a rest with the urban crime that normally popped up whenever he made an appearance.

He was starting to despair when he saw a police cruiser sitting into he middle of the road. The officers had taken off from the car. He landed on the roof and was glancing around when he heard the CB radio go on.

"All units, all units we have a silent alarm." The dispatcher gave an address and reported witnesses seeing a dark haired female matching the description of the out-of townie that had been living at the hotel.

"Crap, Faith, he leapt into the air and web-slung his way across the city. "

The building the dispatcher mentioned was a high one. Spidey could hear sirens coming in behind him breaking glass and running feet betrayed a figure dashing across the darkend rooftops.

It looked like Faith but he was still too far away he landed on the roof running and chased down the dark figure as it fled through the night. Making leaps no human could have.

The chase lead into the downtown core with his quarry taking to the higher roofs and trying to evade him.

As he drew closer, he could see the person was female and dressed like Faith but why would Faith run from him?

She stumbled briefly and Spider-man put on a burst of speed and landed on her in a tackle. She threw him off effortlessly.

"OK lady hold on a sec." He snarled but she growled and lashed out at him with a staff. His spider-sense cried a warning and he dodged. She began launching kicks and punches at a speed just shy of startling. He evaded the worst of them not all

He tried fighting back but everywhere his punches landed, she was not there. It was like hitting smoke. The shadowy rooftop was not helping

She dodged around one of his punches and snap kicked him across the rooftop. She was lashing out with her staff when he fired a webline at her. She somehow flicked an empty pop can into the path of the webline.

Dancing away, she fled toward the roof edge and when she reached it she lashed out with her staff. Sparks flew outward and something shattered and broke.

A groan of metallic stress filled the night. Spider-man leapt to the edge and saw that his foe had destroyed the connecting pin that held a fire escape to the side of the building.

His sharp eyes caught a person who had been on the metal fire escape and they screamed as they plunged toward the pavement below.

Spider-man didn't hesitate. He leapt downward and grabbed them off the fire escape. Gathering them firmly in his grip he fired a webline that snagged the side of a building wrapping the line in his fist he leapt out into space feeling the line go taunt.

With a crash the fire escape lodged against the building next door. The person in his grip was still yelling in Spidey's ear. As they dangled several stories in the air

"OK, unless you stop screaming; someone's hitting that pavement and the webline belongs to me."

Although he spent the rest of the night searching, he found no trace of the mysterious woman he had chased across the rooftops. She couldn't have been faith but if he was honest he hadn't gotten that good a look at her, even during their brief fight.

If it was Faith she had gotten a lot better, a lot faster. She seemed to read all his moves. He and Faith had sparred often enough that she knew some of his best moves already.

The papers where filled the next morning with news about the death of a scientist studying the geography of Sunnydale. She had discovered a skeleton that she claimed was a new kind of dinosaur.

Witness repots about the culprit were sketchy. The police were being vague about their suspicions. Willow hacked into the Sunnydale police database and soon had a description of the suspect provided by an unnamed source. The picture bore a real resemblance to Faith.

Giles remained unconvinced and advised caution but since it was Giles and Wesley rarely did what Giles advised the order from the council for Faith to be brought in for questioning came pretty quickly.

Xander came storming into the library in the midst of an intense argument. Everyone was there and Buffy was yelling at the top if her lungs. Wesley was looking nervous so Xander presumed Buffy was threatening use of the violence.

"It was for her own good. " Wes was saying in a pleading fashion

"Are you kidding how is it helping. What if she is tracking the real crook." Buffy acidly asked him

"Then she need your help and can only get it if she comes in from the cold."

Xander butted in "You have no proof that any of the charges are real."

"But we also don't know that they aren't true." Wesley pompously pointed out

"So instead we go off and start hunting her like an animal?." Buffy asked amazed

Wes snapped are her "Well can you say that you have any proof that she is innocent "

Xander supplied "I can tell you the person who committed that crime was nightmarishly good "

"Maybe it was this Vanessa Bruer, Stick was talking about." Willow mused

Wesley turned on Xander "How would you know how Faith fights, or how a Nanjin monk fights for that matter."

"I have sparred with Faith." Xander replied quietly…the moment he had dreaded for a year and a half was upon him but he had to get the focus off faith somehow.

"I hardly think we can count on that, she would have pulled her punches gone easy on you really Mr. Harris don't be dim." Wesley sneered

"I'm not dim I'm telling you she is not the one "

"How can you be so sure "

"Because when we sparred she didn't pull her punches. She didn't have to…I'm Spider-Man I have been for over a year and a half."

Giles chuckled "Well I appreciate your concern for Faith Xander you can hardly expect us to believe that you of all people could be Spider-man "

"He hardly seems smart enough " Wesley snapped

The room went dead silent.

"Are you calling one of my friends stupid." Buffy asked coldly

"After that ridiculous attempt at obfuscation " Wesley went on obviously ignorant of the mistake he had just made.

"He was being a friend to Faith and standing up for her, which is more then you have been doing. All year you have been sniping at Giles and ordering him around like he's a lackey when he is twice the Watcher you will ever be. You know what I'm going out to find Faith and then I'm stopping the ascension. When that is done I'm finished with the council I can't stomach one more second in the same room with you let alone being part of a organization that would send your lame ass out in the field."

She turned on her heel and walked out Willow followed stopping by Xander before she left "If it's any consolation if anyone could be Spider-man I would have wanted it to be you."

"What is so ridiculous about me being Spider-man "

"Xander you have to analyze that question through he filter of having known you for a long time."

"Am I such a joke to you people that the idea of me being Spider-man is that funny."

"No it more like the idea you could actually keep a secret of that magnitude and nobody know about it is …well lets just say I agree with Willow. Although It is obvious that you've gained much by your association with him."

Wesley started walking after Giles but The older man held up his hand. "You don't want to hear what is coming next."

"You going to report me to the council?" Wes tensely asked him

"No I'm giving my notice. I wouldn't want to be a part of anything that views your behavior as being the standard to which a Watcher should be judged."

"Honestly Giles." Wesley whined

Giles held up his hand cutting him off. "Wesley I used to think and act exactly like you. Thank god for Buffy and this town I grew up. i can only pray for the sake of any Slayer you are assigned to that you do as well. "

Soon it was just Xander and Wesley standing into the library the Brit turned to him and held out his hands "Ah Mr. Harris I never meant to imply…"

"Too little, Too late Monarchy boy you stuck your foot in it, you get yourself out."

"Ah yes I understand."

Xander walked out to the library wondering how he should be feeling. He felt good that He had the guts to reveal his secret. Yet, he was annoyed that the very idea was inconceivable to his friends.

_

* * *

Joyce it seemed dark, Faith was missing and presumed guilty. We where running out of ideas and just when things where going badly. Team Scooby took another hit. I was across town pulling a fireman off the fifth floor of a burning building when our mysterious assassin struck again or at least tried to._

* * *

Xander had to thank his spider-sense for warning him that there was guests in the loft hence he came in the front way in his civilian clothes.

Angel was lying on the couch looking feverish. Buffy was relentlessly pacing like a caged tiger. Everyone else was in various stages of intense worry.

"Someone attacked us. I couldn't be sure but it looked like Faith. "

"What happened?"

"Angel took a hit , some kind of arrow and then he collapsed

"Giles was paging through a book and snapped it closed with a curse. "I won't bore you with the details but the poison is deadly to vampires and the only cure is blood, specifically, the blood of a Slayer."

"Well he's getting better if I have to bleed Faith drop, by drop myself. "

"This seems wrong, why would Faith go bad. Where is she?"

"Nobody knows "

"Are you sure it was her "

"It was dark, I could barely see in the alley but it looked like her."

"Come to think of it the person Spider-man chased fled across somedrrk rooftops almost pitch black"

"As though seeing wasn't a problem for them"

"Vanessa! "

"I was wondering when you youngins would get it up to speed."

"You knew." Buffy asked accusingly

"I know what you know, but I can tell the handy work of an apprentice when I see it."

"But if you knew."

"My head hurts like a son of a bitch every time I think about using anything the lawyer put in there. I'm certainly not going to invite that kind of pain. But it sounds like the plan Wolfram and Hart came up with."

"I'm going after her" Buffy snarled

"How do you even know where to look." Xander asked doubtfully

"Stick do you think you can track her. "

"Take me to the place where you saw her last we'll see what I can do."

Stick was true to his word. After casting about and sniffing a moment, he eventually started dashing across rooftops with Buffy and the rest in hot pursuit.

They crossed half of downtown before arriving at dark building in the warehouse district. The Scoobies entered. Stick came behind as backup for the Slayer since Giles and Willow remind at the apartment to look after Angel.

They stood in the shadows looking at he dark edifice

Cordelia whistled "so are you just going to walk into the trap or are you going to stealth your way in."

"Optimistic much, why are you along."

"I'm looking after the old guy, he likes my company."

"What is it with you and older guys. " Buffy shrewishly asked

"And who was doing the do with a two hundred year old…"

Stick's harsh whisper cut the argument. "If she helps out then she has pulled her weight

"…and if she dies." Buffy snapped pointedly

Stick smiled mysteriously "if we play our roles then it won't come to that will it?." Xander tried to ignore the slow wink in his direction.

"Ok Xander you are on door detail. Make sure they don't get past you but if you see Vanessa don't engage her. You aren't a monk and despite that wild moment in the library you are no Spider-man, Be careful."

Xander nodded

"Kid should make himself useful and call in the police."

"Actually that's a good idea Xander call the cops and then Giles make sure their ready for when we get back."

"What if we can't get her, what if Faith isn't there? what will we do about Angel?"

"I will not allow Angel to die, one way or the other I will not allow Angel to die."

He waited for them to enter the building and then skittered up the walls changing as he went.

Though a skylight He scouted the floor. Tied up and hanging like a side of beef was Faith. She was being held captive and had taken a beating at the hands of the Nanjin assassin.

Vanessa herself was dressed in the same dark clothes as Faith and had styled her hair similarly. In the dark, it would have been impossible not to say you weren't looking at Faith. Vanessa had used Faith's appearance to fool everyone into thinking that Faith was committing crimes, stalking Angel and spreading chaos among the Scoobies.

He dropped through the skylight, but he had forgotten the Nanjin's senses were beyond human.

As he hit the floor the doors crashed open, and thugs came flying in to the room. soon Buffy and Spidey were fighting for their lives, while Stick and his student danced around the floor.

Time slowed as thug after thug poured into the room Buffy and Spider-man were hit with a wave of vamps who almost overwhelmed them both…almost.

Buffy cut loose and began tearing into the foes with abandon. Xander would later hear Buffy tell the others that it was as if Spider-man was everywhere at once sending thugs flying into the air and hurling them into walls, floors and every other available surface.

As the army that the Nanjin had assembled began to thin out Spider-man looked up to see Stick writhing as another mental attack curled him up. Unlike the rest, this one was not stopping. He had reached the limit of how long he could contain the information surging in his brain.

Vanessa began to rain blows on the old man who did nothing except curl in a ball as his screams of pain tore across the floor. Spider-man flew at Vanessa who reacted inhumanly fast. Grabbing him out of the air and tossing him toward a wall

He bounced off the surface and ricocheted back toward her.

Cordelia ran from the alcove she had been sheltering in and grabbed the old man trying to get him to safety.

Instead, Stick reached out and grabbed her head his eyes glowed and then they began shouting in pain as one.

Buffy shouted at Stick to let her go but the vampires around her blocked her off., Spider-man was doing all he could to avoid Vanessa's incredibly fast attacks.

All at once, it was over Stick and Cordy collapsed to the floor Vanessa punched Spider-man in the head several times leaving him senseless.

He was still trying to shake the daze from his head as she left him to stride across the floor toward her former master.

Cordy was climbing to her feet obviously weakened when Vanessa reached her and reached out to punch the cheerleader.

Cordy caught the blow.

Vanessa blinked then sent a flurry of blows Cordy's way. Cordelia slapped them all aside with ease as though she had been doing it all her life.

Vanessa growled and stepped back to lash out with her staff.

Cordy kicked the staff Stick had been holding into her hand and caught the blows deflecting them.

Then she began launching attacks of her own. A blistering storm of high-speed strikes and parries that made the two staves sound like a tap-dancing routine

Buffy threw the last of her thugs at the two fighters Vanessa dodged to the side and as Cordy moved to do the same Vanessa swept her feet out from under her. she looked around the room Spider-man was covering one exit and Buffy was racing toward her. Even Stick was getting back to his feet.

The assassin swore and jumped to a pile of crates and used her staff to loose them so they toppled and fell. She used the confusion to escape through the skylight Spidey had used for his entrance.

The next day was bright and clear. The weatherman reported that it would be like that all week long boding well for Graduation ceremony the next day.

Everyone was filled with questions about what had happened. Stick had explained that he had been going into brain melt down when Cordy had tried to help him and he had sized the opportunity to dump the head full of lawyer knowledge before it had permanently damaged him . in light of his present mental health it had obviously worked

Cordy for her part seemed to suffer no ill effects. Then during third period, Synder made a comment about the students being leeches on society. Cordelia effortlessly quoted the exact code and bylaw that would allow her to press charges against him were she so inclined

Her new found fighting ability Stick blamed on the leaving of the brain transfer until the last minute. Instead of a straight download, Cordy had gotten the law know how and some of his fighting technique.

"Although judging from the performance you obviously need help with your technique. Christ she could've had you a dozen times. If she'd been more focused she'd have killed you."

"Hey you can't talk that way to me I'm a Nanjin master now " Cordy replied peevishly

"Ha you got the know how kid but master you ain't maybe if I work with you for a few decades maybe you'll have the ability to really use what's in your head now."

"Is she still Cordy in there."

"What that supposed to mean monkey boy "

"It would appear her personality is intact." Giles said speculatively "all that has happened is the addition of some practical know how and the means to use it. I'd estimate you could pass the California bar right now if you wanted. "

"And I know about Mayor Wilkins."

She explained the whole deal. Mayor Wilkins' plan for Ascension and the help he had been getting from Wolfram and Hart to effect his transformation into a higher demon form. They were just meditating on the task before them when the man himself strolled into the library. The group froze and Wilkins smiled disarmingly.

"Don't mind me I was doing a tour of the campus. You know I'm giving the commencement speech tomorrow. I thought I would stop by and see what the other side is up to. "

"Isn't he supposed to be evil " Cordy asked incredulously

"Oh I'm evil make no mistake about that but what good is someone who can't multitask."

Buffy sighed "DO we need to make the cliched you'll never get away with it pronouncements."

Richard smiled indulgently "Please, Ms. Bruer came to within a hair of killing your friend Faith. From Ms Summers pale appearance I assume she took another one for the team and saved the vampire. "

Buffy reddened. Faith was still weak from her imprisonment and abuse at the hands of the sadistic Vanessa Bruer. She was in no condition to help Buffy with the cure for Angel. In desperation, she had contrived to be alone with Angel. Both refused to discuss what had happened afterward but the evidence was obvious. Buffy was still sporting fresh scars from where Angel had fed from her and the souled Vampire was looking like a haunted man. In the aftermath as everyone was finger pointing and blame laying it was Stick and the newly Spiritual Cordelia who had pointed out that survival was an instinct that knew neither good nor evil, it just was.

She shook her head dismissivly. "We still managed to beat your big play

Wilkins laughed "Big play, oh no ms Summers last night was just an amusing little diversion to let you know that I have resources to draw in even now that dwarf your efforts. it gets worse as we get closer to go time. I will make you people bleed as you have never bled. Hurt like you never believed you could suffer. When I finally eat you. You be knelling at my feet .in gratitude …assuming I still have feet."

Giles roared and grabbed a sword and rammed it up to the hilt into Wilkins. The mayor blinked and then pulled it out sighing as he did so. "Shame on you Mr. Giles shame. The children look to you to set an example and here you go off half cocked like that. "

"How?"

"That box Gwen Raiden stole, the one she was trying to off load when Electro started stalking her. It was filled with …well I won't bore you but I can't be harmed until the time of Ascension."

"My god "

"Some of the vilest scum to crawl run out of Hell itself, stopped by a bunch of kids as an after school project and you didn't think I wasn't going to come at you with everything I had?"

"I've been threatened before Dick, We've managed to kick ass before and you'll be no different "

You know your right. Ms Summers this fight is going well but I still don't feel like your init to win it as they say…I guess we will have to take things up a notch.

* * *

That evening thugs dragged Tony Harris into a plush office blindfolded. When it came off, he was shocked to see the Mayor Richard Wilkins standing before him. he had heard the rumours of course. Every thief and scumbag had heard the rumours but he never believed them until now.

The mayor looked at Tony Harris. "Anthony long time family man the kind of salt of the earth citizen Sunnydale needs more of."

Tony had been in enough real danger he could tell when it was bad this time but he had talked his way out of bad scraps before.

"I'm glad to meet you Mr. Mayor. " he said carefully

Wilkins laughed "I'm sure that you are, Tony, your boy Alexander he runs with a troublesome crowd these days."

"Kids like to roughhouse Mr. Mayor."

"Well I know that Anthony, but this particular gang are causing problems for me could cause bigger problems."

"I'll talk to the boy , get his friends to see the light."

Well normally I'd let it stand at that but honestly Tony if the beating you'd lay on him was really going to work he wouldn't be hanging around with these do-gooders in the first place."

"Then what?"

"Tony, this is my last go round as Mayor and I want my send off to be a real bang. Alexander's friends are likely to scuttle those plans unless I give them something to concentrate on."

"What do you mean?"

"I mean Tony, that Xander has chosen the hero's life. I'm a great believer that no hero's background is ever complete without a defining element of tragedy. Say the death of a loved one, or in Xander's case his friends death at the hands of a loved one."

"I'm not a killer."

"I think that little girl from Oxnard would beg to differ. Left her lying by the side of the road, She was still alive for a few hours afterwards. But you were already driving under suspension. A DUI plus an accident, you would have been finished. It's not as if you had a choice. I paid your marker with the Japanese. Right now your ass belongs to me. "

Harris collapsed and hid his head. Wilkins stepped closer raising his voice or maybe pitching it so Harris could not avoid it no matter how much he wanted to. "I need your Help Tony, that son of yours and his little friend have been making life hard for me and I want it to stop."

Tony coward "I can't do anything, he does what he wants."

"Yeah freakish friends of his make him quite dangerous but I have a workaround for that "

"Friends, the only one he hangs out with is that loser Jessie and the pansy jew chick. "

"Don't strain your brain, just do what I say and kill them all. "

"Kill I can't kill anyone."

"Oh its too late for that Tony, You know I could crush you right now. Grind you in to such a fine paste that the next bimbo that picks you up would be doing it through a straw. But, I need to break the Slayer before the end and you're going to help me do that."

"What, what would I have to do."

"I'm inviting the lovely Joyce Summers to the graduation ceremony you will take both her and as many of the rest of them as you can. "

"I cant " Tony repeated

"So you keep saying and yet I seem completely unconcerned. if you don't do it. I will make your final moments so tortured that the hell you deserve to burn in will be like Club Med.." Wilkins snapped his fingers and the door opened allowing hooded figures to enter the room. "Tony, these are the Fixers, that's not their real name but since you couldn't pronounce the name of their clan you can call them Fixers."

"What are they going to do to me?"

"They are going to make a new man out of you …or beast depending on how you look at it " Wilkins answered as the hooded men grabbed Harris

Tony began struggling "I've changed my mind "

"Do you know what your son has been doing?"

"I don't care "

"He has been running around being a hero. Everything you always thought about him is true. He is better then you. He had power and ability and did he use it to put food on the table or pay you and that wench you married back for the burden he has been, No. He let Rosenberg and that girl chick Summers, talk him into helping the helpless, the losers, the wimps. He could have made you rich, given something-back instead just taking, taking, taking from you. Don't you think he deserves something for that."

Tony quieted his struggling.

Wilkins voice became soft and seductive. "For a long time, he has been laughing at you and making fun of you behind your back. You're weaker then him and he knows it. he could have helped you at with those gambling debts, taken care of those thugs after you. Instead, he played footsie with the Cheerleader. Tell me he doesn't have pain coming?"

Tony looked at Wilkins and not for the first time as a man and a father made a completely selfish choice. "Do what you have to, the bastard son of mine is going to learn some respect "

"Spoken like every father I have ever really admired."

The makers unmade the man called Tony Harris and unleashed the thing that had made him a terror to his son and wife. The thing that rose from the table would be unrecognizable to all save a kindergarten teacher who once asked a young Xander Harris to draw his father.

She had asked Little Xander why he made the monster looking thing green. Xander had replied that Willow had been using the Yellow crayon at the time. Besides, green was his father's least favorite colour.

"Time to bring the pain" said the thing that had been Tony Harris and now was something much more dangerous.

* * *

There were preparations and plans. Xander made a joke that if Wilkins turned into a frog they could blew it up with a well-placed firecracker.

Buffy somehow turned his groan-inducing joke into The Plan. They would blow Wilkins up and bury the Hellmouth all in one go.

They had tried a few different ideas but Xander eventually volunteered a design for a homemade bomb.

"Awesome idea Xan, where did you get the idea. " Buffy smiled

"Oh just something I stumbled across." Xander smiled disarmingly. Even Buffy would have trouble believing that story…hell even now he had trouble believing it and he had been there. Nice thing about disarming an explosive device that could destroy the world was that he had a chance to learn how the sucker worked, this was a scaled down version… a very scaled down version.

They assembled the bomb. When it was finally done, Xander looked at it and loudly pronounced them toasted if it worked as screwy as it looked.

The Plan (Xander's frenzied giggling every time the word was used prompted Buffy to threaten him with bodily harm if he didn't stop it.) was that the student body be rallied in defense of the their lives and the school. Several of the group pointed out that some people might have issue with the blowing up of the school but the general feeling was that despite this, it was as good a plan as any they'd be making.

The morning of Grad was clear and bright. It felt weird dressing for school this morning. (Well weird taking into account he regularly put a Super hero costume on underneath his street clothes.)

Xander finished dressing and entered the main loft where Angel was packing things away into trunks. "What's up with the trunks DB." He asked

When this is over I think I'm going to need some time away, I think we all will." He answered sullenly

"Amen to that" answered Faith. Her arm was in a sling. It was the only remaining physical scar of her torture at the hands of Vanessa Bruer. The other scars ran deeper. Her moans in the night already a testament to memories what would not fade any time soon. Her loyalty to the Scoobies had cost the dark Slayer a lot, almost too much.

The rest of the team met for last minute planning and then the entire senior class gathered in the quad for the ceremony.

Xander looked around the square and saw a group of parents watching from afar. Looking oddly out of place was Tony Harris who smiled wolfishly at his son until he saw Joyce Summers who also waved to Xander. At the sight of the Slayer mom, Tony's smile grew venomous. Xander prayed to any Gods listening that Tony would not embarrass him. Not that those Gods had ever spared Xander social humiliation at the hands of his father before, but hey. You had to ask.

Synder finished his opening remarks. A series of veiled insults threats and imprecations that left the seniors thankful they were no longer under his troll-like thumb.

Wilkins stepped up and began speaking. Smiling at each of them as he spoke of the future, the changes they would face.

Almost on cue, the sky darkened.

A solar eclipse, Just like Willow's computers had predicted. A vampire army burst from the sewers and shadows to sweep across the quad. Angel emerged from hiding and the seniors sprung their surprise. Instead of folding up and panicking, everyone fought back.

Xander staked a few vamps saving as many parents and students as he could. He was leading a group of fighters against the tide of undead when a figure broke from the crowd.

His father clamped a iron grip on his arm "Danmit boy where do you think you're going the Mayor isn't done his speech you'll learn respect for your elders little man. "

Xander swore at him and pushed him away. He lashed out and punched his old man hard. His strength was such the first hits should have floored his old man but the bastard got back off the ground.

"Striking one of your elders, that's going to cost you big time little man. " Tony marched toward Xander changing as he came." Since you're sharing your little secret with Daddy, daddy's gonna share his secret with you. Daddy's made a little deal with the Mayor." His body turned monstrous and green. His eye flashed deep red.

Xander wasn't so old he forgot that day in school and the nickname he had given the beast came to him now. "The Green Goblin " he whispered

Tony slashed at Xander tearing his graduation gown and then a weird orange light burst from the Goblins clawed hands. The blast tossed Xander backward over the crowd to land at Buffy's feet.

A scream from the podium drew everyone's attention back to Wilkins who began convulsing and transforming right in front of everyone. In moments, where Wilkins had been a giant demonic snake now writhed.

The goblin laughed maniacally "Well hero, since the mayor wants some alone time with your little friends how's about you and me get in some quality Father/Son time." He snatched Willow and Joyce from the rushing crowd and hopped away. "I think its time your friends found out how useless you really are."

"He has Willow and my mom." A panicked Buffy turned to Xander. "What am I supposed to do I can't fight the him and the Mayor all at once.."

Xander grabbed her and swung her aground. "You don't have to fight him on your own. You have never been alone."

"What are you talking about?"

Xander pulled at the destroyed graduate outfit revealing the suit he wore underneath. "I kept things from you. Smart or not, it's done. Goblin has Willow and your mom."

She looked at him hard as she never had before. "Can I trust you?"

He stared back at her. "Trust that no matter what you may think now I love you and Willow and will die before I let anything happen to them no matter who I have to stop."

"Bring them back and I won't care of you are the Queen Of Siam. "

"Beat the Mayor or there wont be anything left to bring them back to."

"Your Father, Xander are you telling me that you can kill Your own dad?"

"Tony Harris is dead and gone, that thing is not my father.

Buffy nodded grimly "Good luck, Spider-man. "

* * *

Xander never remembered how he got across town. All he saw was his fathers fleeing form.

It did his heart good to see Willow and Joyce screaming and hitting his mutated dad. Their abuse was slowing the Goblin down.

Spider-man fired another webline and yanked hard on it when it caught the side of the building and went taunt. He gained more speed flying over top the roof and landed running.

"If you'd have moved your ass like that in gym maybe you wouldn't have been such a wuss." Tony snarled

"If you weren't such a loser yourself, you wouldn't need me to be a success." Spidey shot back

"Well little man wonna toss a few around with the old man, here comes a long bomb." He tossed Joyce in the air, Buffy's mom began plunging toward the pavement below Screaming as she fell.

Spider-man changed course and ran down the side of a building matching speed with Joyce's falling form. Reaching out he grabbed her and vaulted off the building face to swing one handed down to the street.

"My god, what was that, was that Tony Harris." The Slayer's mom asked breathlessly

"I suppose it would be too much to hope that you were unconscious for most of this." Spidey asked wearily

Joyce looked at him and smiled "I could be if it would be better for you. " she looked in the direction the demon had fled. "You should get Buffy."

"No time, Whatever he is its way beyond unstable. Listen I'm going to leave you here. Do not go back to the school. The mayor obviously invited you so that he would have an advantage against Buffy. Now that you are safe, that advantage is gone."

Joyce nodded "are you sure you can beat him."

"I know I'm not going to let Willow be hurt by anyone including whatever my father has become."

"Good luck, Xander."

After putting Joyce in a cab, he sped after Willow and The Goblin.

He knew what his father was up to. If Tony was going to punish Xander, harming Willow would be the way to do it. For two years he had dreaded this moment, thought about it wandered about it and now that it was finally upon him, all he felt was rage.

"If you hurt Willow old man " he snarled to himself, "you are going down."

He caught sight of Willow standing clutching herself on a rooftop. She was alone.

"Come on Dad " he muttered "you really think I'm going to not know this is a trap "

Trap or not he had to reach her in order to rescue her. Landing on the roof, he walked cautiously toward her. "Willis can you hear me?"

"Where am I what did he do?" asked a dazed sounding Willow

"I'm going to get you out of here " Xander replied as he approached her slowly

"Spider-man? " she replied weakly "you came after me"

'"Hell is breaking loose and the skies are falling but my fans are still my fans now lets go." He bent to gather her and that was when his Spider-sense flared.

The roof imploded and as Goblin's clawed fists dragged Willow from sight.

The wall crawler plunged after them he landed on the floor and surveyed the darkness around him. There was Goblin. Willow was at his feet as he clenched his fists …just as he always did before starting in on Xander.

"Don't tell me that the terror of the criminal underworld Spider-man is really my son in a faggoty costume. "

"Well since the name Harris is pretty much crap in this town I had to wear a mask" Spidey snarled

"This is your fault chippie," Tony cursed at Willow. "He wasn't much of a man but at least he wasn't some sissy."

"Sorry I wimped out of being a drunken abusive asshole like you dad."

"Not too late for you, you got power. if a man has power he has everything he needs to turn the world."

"I don't want to change the world, I just want to help my friends."

"They aren't your friends they just like you for what you can do for them. that's what everyone's like."

"No that's what you're like what you've always been like."

"I'm offering you the chance to be a big man in this town, the mayor is going to own this place and we can be on the winning side."

"I am on the winning side, your precious mayor is about to have his snakey ass smoked by the Slayer. "

"Stupid, stupid kid, Guess we're just going to have to do this the hard way." Goblin lashed out his arm. An orange glob streaked across the room sending Xander flying as he dodged.

Seconds later his body was hurled to the floor by Goblin as the two crashed to the floor and began wrestling. Goblin tried to get the advantage but Spidey could cling to people as easily as he did walls and still rain blow upon blow on his demonized father.

"Hey red catch" he called out and loosed a blast at Willow. She scrambled to get out of the way, as the hot plasma shattered the floor.

She screamed as her weight caused the weakened floor to collapse and crash. Spider-man threw himself off the goblin and scrambled after her with a cry. They crashed together and Xander inverted his body so that he absorbed the force of the blow when they crashed to the level beneath.

Goblin's screams of laughter preceded him down into the furnace level. Grabbed Willow and threw her off Spidey and began raining blows on the wall-crawler. "Naughty boy, Daddy isn't done beating you yet."

Willow at first watched in horror as the two of them fought but the fear began to drain away. Drained away to be replaced by cold, hard, rage; this bully, this monster, this pathetic excuse of a man was what her best friend had lived in fear of for all of his life.

She clawed her way to her feet, gathering power from the earth as she did.

Spider Man and Goblin flew around the room in a blur of speed and rage and anger hurling abuse and punches at each other.

For Tony it was a miracle, the power to do and say anything he wanted nobody had the power to deny him anything.

For Xander his anger floodgate was stuck wide open and his powers fully unleashed, allowing him to pummel the Goblin who gave him back every hit.

Goblin slammed Spidey into a furnace and sent a blast of power whizzing at his head. Xander instinctively flipped away but was hurled to the ground hard when the blasts ignited the volatile gases inside the furnace and it exploded with a roar.

Flames belched around them but even as Spider man rose o his feet again his spider-sense flared and he saw Goblin leaping through the curtain of flames. Spidey caught the flying body and threw him to the side.

Goblin held up his hands and green lightning danced across his fists before lancing out. The green fire bounced around the room before striking close to Spidey.

Suddenly out of nowhere a piece of debris rose from the ground and sped across the room. It was the first of a storm of objects that began tearing themselves free of the walls and launching toward The Goblin.

Spider-man looked around and saw Willow with a scary look carved on her face, screaming as she stared intently at his demonic father. Willow was "going carrie" on them.

The Goblin blasted several of the flying objects out of the air roaring his rage at Willow's power as he did.

He kicked a metal rebar into his hands and flew at The Goblin swinging as he came. The dazed Goblin fell backward as Spidey rained blows on him.

Goblin snarled at his son and threw out his hands. Green fire danced around the room before ricocheting back toward Spider-man. He cried in pain as the green flame savaged his body. Goblin threw Spider-man back and laughed as his crashed into a wall.

He stalked toward the weakened Wall Crawler. As he came, he picked up the rebar slapping it in his palm as he came. "Filthy Brat, I thought I was turning you into a man instead, I find you defending wimps and losers. "

He stood over Spider-man raising the rebar to shove it home in the heart he had broken a long time ago. "You know what they say sonny-boy. You spare the rod, you spoil the child." He reached down and tore the mask from Xander's bloodied and bruised face. "Any last words"

"Duck" Xander sneered

A heating unit slammed into the Goblin crushing him against a wall. Willow collapsed with the effort her burst of magic had cost her.

Goblin screamed in rage cursing Xander and Willow and vowing to kill the both of them when he had freed himself. Xander shot webline after webline into what was left of the ceiling. Then he began pulling on the lattice of webbing. He strained and groaned with effort. The ceiling supports sagged yielding to his spider-strength. The ceiling crashed down around The Goblin entombing him further and trapping one of his arms.

The demonized Tony beat on the debris trapping him and cursed them angrily. "Is that all you got, you think this will stop me." his fist glowed green with fire.

"Dad, I realize you weren't much for book learning but free roaming energy blasts in a room filling with explosive gas is a bad idea." Xander jerked a thumb toward a broken gas main that was indeed filling the room with vapour that had a distinctly acrid odor to it.

"I'm betting that I'll survive, can you say the same wimp-boy, this is the day you die. " Tony laughed and raged as the green fire flared brighter in his fist

"Nope, this is the day I graduate." Xander snapped and dashed backward. He snatched Willow and bounded upward even as he heard the flames igniting the gas. A last burst of spider-speed propelled the both of them through the hole in the roof just as a tremendous blast gutted the building reducing its contents to ash. He managed to get them safely to a building a short distance away. Once there he set Willow down.

"DO you think he got out." She asked quietly

"Strangely enough I don't really care, do you?"

"Nah, I was just being polite, Hey after all these years you finally kicked your dad's ass."

"Yeah, all he had to do to get me to stand up to him was threaten My Willis."

"Your best bud."

"The bestest "

"The person entrusted with all your deepest darkest secrets."

"D'oh"

"Lets get back to the school we can have "the Talk" later."

The two of them arrived back at the High School to find firemen and police poring over the blasted remains.

"The bomb went off at least." Xander stared

After a few questions, Xander found out that Buffy had indeed walked away from the blast site. They had won.

Willow looked at the destroyed school. "We made it, we survived high school. "

I am very surprised, I think somewhere along the way I just assumed I was going to die here." Xander said mystified

"And you're Spider-man."

Yeah I'm Spider-Man I know this will come as a shock but."

"Are you joking, Xander Harris Ive known you since kindergarten there is no such thing as you hiding anything from me. Ive know something was up for a long time now."

"Really?"

"OK actually it took a lot longer then that you are really good at the dual identity thing. You actually had me fooled several times even after I was sure you were Spidey Does Buffy know?"

She does now. One of dad's blasts shredded my grad outfit. Kind of hard lying about the Spider-man thing with the uniform showing.

"Buffy great girl, not the brightest of seeds in the garden. She thought, well she thought many things these last few months.

"I can imagine," he took her hand. "Listen I think we should talk."

"Where, Buffy is expecting us."

"There are something's that I really should have said and its time I siad them."

"Ohh are we going to web-sling cause I gotta say, that is by far the coolest thing you do."

"Web-slinging is very cool." Xander took Willow to a spot that looked down on the city. There he told her everything from the beginning, the night in the spider-cave, his adventures both before and after the LA exile, everything. Willow listened asking questions occasionally when she sensed he was skipping over things. Finally, he came to the end. "So know you knew everything."

"Danm you Xander you could have been killed, you could have been killed a thousand, times and we would never have known."

"I thought I was doing the right thing, and "

"And nothing, you told Angel, you told Faith, hell you told Cordelia, don't thing I'm forgetting that anytime soon. "

"Actually Angel found out because Angelus guessed, Angel knows what Angelus knows. Faith was saving Spider-mans life when she found out. "

"And Cordy "

"Actually that one even I have trouble with.. Cordy found out from an alternate universe version of me who professed his undying love because he never got the chance to say what he really felt before she was killed by Venom."

"You mean there is a universe out there where Xander and Cordy are bucking like funnies as we speak " Willow asked disgustedly

Xander Shook his head "Actually, no he got killed by the Vampire Willow in a pitch battle during which he had the chance to kill her and save the world but hesitated because Cordelia was in danger."

"You mean the other me with the tight leather and the dubious sexuality killed you."

"Uh huh, In fact, that's why Cordelia put the brakes on the Xander/Cordy story. "

"Wow, You realize how incredibly weird that sounds

"You know Willis between the cheerleading vampire slayer the super computer hacker slash wiccan initiate and of course waking up with the proportionate powers of a spider….i just stopped expecting this town to make sense a long time ago."

"I've suspected for months but I could never figure out why you would avoid telling me, I can see Buffy and Giles but Why me."

"I kept telling myself that I was protecting you guys." HE grimaced sarcastically "Of course I was pissing off Buffy and putting a strain on our friendship but I knew best. I thought things would have to change."

"Not unless you stopped being Xander which isn't the case. I won't speak for Buffy withholding of the info kind of an issue with that girl for good reason. "

'Well that's all done now I'm coming clean with Buffy today "

"Does this mean more webslinging because I'm absolutely loving that."

"If you insist" Xander pushed Willow off the building side. She screamed all the way down and stopping only when he caught her a few feet from the ground and they swung away.

"Still think web-slinging is cool " Xander laughed

"You're paying for my dry cleaning mister "

He laughed and they swung through the city arriving at Xander and Angel's apartment loft "Uh oh, Angel hung the white flag outside the loft that means someone's there that doesn't know "

They landed in the alleyway, Xander had "borrowed" a change of clothes. Then he and Willow marched into the apartment. Buffy was sitting at the worktable crying

"What's wrong "

"Angel is gone "

Xander gasped and then raged "What? Who got him, give me a name and I'll…"

"No he survived but he told me that he was leaving after the fight with the mayor I thought I could talk him out of it but he didn't even wait…he just left."

"In hindsight, I thought he was packing a bit heavy for a short trip. " Xander whispered quietly

Buffy flew at him and wrapped her arms around him and Willow in a hug. "It the curse. Besides the curse the vampire thing. I know he's right and I realize its for the best but why this way." They comforted Buffy who after a moment asked after her mom.

Xander smiled proudly "Should be a Casa de Summers as we speak."

"You should have seen it Buffy he was incredible. Mr. Harris tried turning Joyce into road kill but whoosh there he was grabbing her out of the air. "

"Thank you Xander, so you have something you've been dying to tell me. "

Xander took a deep breath and retold his tale from the beginning. Sometime in the middle of it Giles showed up so Xander had to start again for his benefit. Giles cleaned his glasses an impressive two dozen times.

Giles then insisted on booting up the computer. He pulled all the records on Arachnis. Xander walked around the apartment while the work went on.

The loft seemed hallow without Angel's things. Xander wondered if he would be able to make the place feel like home again. But he puttered around doing useless busy work.

"How are you feeling" Willow gently asked

"Odd, really every time I think I'm going to get upset about dad being gone It just seems so false. I don't think I ever really knew him. "

"How is your mom?"

"Moving to San Francisco to live with her sister for a bit. She invited me to come along but I don't think I could stand lying to her and the rest of the family. They think Dad ran off or got killed at the grad ceremony."

Giles finally signed and stood up from the terminal "All those things I said about you being smart and resourceful…I take them back." Giles muttered while cleaning his glasses. "Oh I seem to have become a demonic Avatar well I'm sure nothing bad will come of that, I'll just whip up a costume and fight crime."

"The thought process was a bit more complicated then that." Xander said defensively

"Not Bloody Likely " Giles snapped. He was in full Ripper mode

Buffy chimed in her two cents on the matter. "All this time I thought…well I'm …you know what I'm just so angry right now."

"I understand, I lied to you and Willis "

"Not about that, well yes about that, but there is all the things you've put yourself through the last two years that I would have been more then happy to help with. All the fights you went into alone when you could have used my help. All the times I thought Spider-man was butting in and interfering it was really you, helping."

"I'm just glad you want to try and get past this Buff" Xander replied archly

"Hey you saved Mom and Willow anyone who can do what you did deserves a little slack…a very little slack.

"I'm just glad all this running and hiding is behind me I can give up all the dual identity schtick." Xander sighed

Giles shook his head. "I'm not sure that is wise. Spider-man has a high profile that has its uses He can go places and do things that Buffy can't just because she is already too well known within the demon community."

"I don't like where this is going." muttered Xander

"Spider-man's identity is still secret. Angel and Faith know but they have both decided to leave town and can be trusted to keep it. You say that Cordelia knows and I think we can count on her silence. That means we have an effective tool for both confronting foes and backing up Buffy in secret."

"We can split patrol," Buffy supplied cheerfully "I was worried how I was going to do Slayage and University now I don't have to worry."

Xander gave up all pretense and lapsed into whining "I thought you guys knowing my secret would make life as Spider-man easier "

"Oh come on Xander, the Hellmouth is buried. The demons are going all quiet. Honestly what could possibly happen at UC Sunnydale."

Xander snickered "You know the funny thing Buffy, I remember saying something like that…about five minutes before I met you for the first time."

_

* * *

And that was how everyone found out. Meanwhile it was a New Year for all of us. Willow majored in bioscience while Buffy decided to take Psychology. I personally think Willow just liked the teacher Curt Conners. Maggie Walsh Buffy's program head was one freaky lady and me I was taking pictures and meeting high minded university girls. Although with spider-stuff, I had no time for serious dating. I got a Fine Arts Scholarship to UC Sunnydale, which surprised me. Oh eventually I found out why, Spider-man made a good first impression on someone who wanted to get a much better look at him. Moreover, in typical Xander fashion I did not disappoint.

* * *

_

A/N -- well that is it for a little while. The only thing to follow this chapter will be a brief little synopsis thingy. That is just so that new readers have the option of going right to the new stuff or reading the whole story. If you like season four, I hope you will like my tinkering with it. Just so that you know what's coming , Doc Ock, Lizard, and a for the old school Spider-fans out there a variation on the Scourge storyline that will not suck The only other hint I'm giving out is that isn't so much a hint as a promise…you will like Daredevil.


	13. Frosh week Fun, Follies & Fear

School kept me on the go Joyce. Money was tight what with Books, materials and rent on the loft after Angel left for LA. Plus, Giles as a watcher was nothing compared to Professor Rupert Giles. His promised basket weaving class, Ancient Myths and Legends 101, proved to be a rigorous history class and although showing up breathing was enough for the other students in his class. Professor G-man set the bar slightly higher for Team Scooby. Small wonder we did not notice the many forces that would be at our throats for the rest of the year. Buffy was under just as much pressure as me. With Spider-man sharing the load, I thought things would get easier between Buffy and me. Instead, it seemed that the only time I saw the girls was when Slayage brought Spider-man into the fray. The most time I spent with Buffy was when she started showing up at the on-campus Pub where I had a job bartending. After Buffy burned it down following the whole Beer Bad incident …oh yeah, as I recall we cleaned up the story that we told you. Well it all started with…

* * *

It was frosh week, and the UC Sunnydale campus was a hotbed of lunatic activity. Most ot he sober and responsible students knew that the last place they wanted to be was on the quad. Tara McClay was not "most students". Although she was starting to re-consider her Let's-Get-A-Jump-On-The-Reading-List brainstorm.

The guys chasing her were obviously drunk and in the morning would remember little of the awful things that had yelled when she went past them.

The brutish jocks were herding her in the opposite direction to her dormitory. She hoped to lose them and then circle back to Stevenson Hall, it never came to that.

A darkly colored blur swept past her She fell to the ground and when she looked back the guys were suspended several feet above the ground and her pursuers were shouting in drunken rage. Standing partly in shadow was a man in dark costume…Spider-man.

"Hopefully you will be on the way to being sober by the time campus security shows up to arrest you losers." He sighed as though this was a scene he had repeated a few too many times tonight.

Tara had heard the stories and frankly thought that they were just that … stories. No way could such things actually exist. Yet here he was regarding her with head cocked to the side like he was waiting for something. That was when Tara realized her mouth was hanging open.

"Are we working on a scream… " Spidey asked urbanely "a comment a question, a lecture about my misguided assumption that a woman being chased through the night needs to be rescued by a man."

"Wow?" Tara finally said

"Well in light of the night you have had that's probably the best we can hope for. These guys are under-wraps for a while. Think you can find your way back to your dorm from here?"

Tara nodded

"Well then I'm on my way, get home safe ma'am." He jumped into the air and disappeared in to the night.

"That was unreal." Tara whistled to herself, a guy just rescuing people while running around in a spider costume. She had heard the rumours but Sunnydale was weirder by far even then that. Good, maybe she would fit in here after all.

She left the guys hanging suspended from the tree and headed home. At least she had something to ask about at her first Wicca Group meeting tomorrow.

* * *

"Xander" The bar owner called as he slipped out of the storeroom.

"Yeah, Boss?"

"Where the hell did you disappear to?"

"Pego-Pego "

"Very funny smart guy, if I was paying you to be funny I'd want my money back. A half an hour break does not mean forty five minutes "

"Whereas a pint of beer does mean a glass of water with some keg foam added for taste."

"Smart ass, just start serving, and don't be late again."

Xander smiled. Every bartender everywhere seemed to live in fear that people would discover that bars usually found creative ways of stretching resources. Still, even with the watered down brew, the drinkers on campus were a rough crowd. He was glad he had decided to follow those bozos after they had left the pub. Xander was well experienced with the antisocial after affects of drinking. Still, The UCS Pub had more then its share of drunken violent jerks. "No wonder the owner was so glad to hear that I rarely ever drink" he muttered to himself. He began serving more customers. Many of them asking for the House Brew.

* * *

Maggie Walsh looked at young Lisa Moore, a bright girl with big things in her future the girl smiled nodded after as the students filed out of Walsh's psychology class

"And your sure about this? "

Lisa nodded, "confirmed sighting, I checked with campus security it was a hour before they got the guys down from the tree the substance is described as feeling like silk but being stronger then steel

"Did you talk to anyone else in this gathering "

Lisa nodded "They all have stories, some are second and third hand accounts and some sound like tabloid fodder but it seems this Spider-man really gets around. "

Walsh turned to a handsome teaching assistant, he served as her right hand man. His name was Riley Finn "What do you think" she asked

"He moves fast, leave little to trace him. Even a cursory examination of incidence reports doesn't tell us much. I cant even guess-timate where his hangs his webs. "

"Great," Walsh snarled "First this Vampire Slayer that no one can find a trace of. Now our human spider-slash-vigilante playing Hide & Seek. This town really likes to keep its secrets. Did this girl seem to bond with anyone."

"Not as such, although I think she might have been impressed with a girl who spoke up in the meeting. Her name is Rosenberg, Willow Rosenberg, I'm not sure but I think she might actually …know things."

"Why do I know that name "

"She's in your afternoon class which reminds me you have better get ready for them

Good work Lisa, let me know if anything else comes up. "

Lisa nodded and left for her next class. Walsh watched her leave and then turned back to Finn. "Finn do you know what's so nice about self-styled vigilantes."

"Their highly predictable patterns of behavior "

"No wonder you are at the head of the class "

"You have to understand Spider-man doesn't exactly pose for pictures. Well from most people. "

"What do you mean?" "

"Apparently, Spider-man occasionally allows himself to be photographed by a freelancer. Some townie student named Xander Harris. "

"Who is he?"

"A student lives off campus but supports himself by working at the pub on campus. I'm trying to find some leverage. "

"Well does he go to school? "

"Outside of his artistic pursuits, His high school career was … unspectacular "

"Great," Walsh sighed "an underachiever, I love those "

"He somehow affords school and a place off campus but just barely. "

"Think he's smart enough to fill out a grant application. "

Riley smiled "I think he can handle it. "

"I'll talk to some people I know, As long as they don't know their allocation is supporting some artsy type I should be able to get some additional funds. In fact, I'll make the call right now. " She headed to the door.

"What about your next class " Riley asked

"Finn, you are a teaching assistant, so assist. "

Finn smiled weakly, a moment or two later students began filing into the lecture hall. He caught sight of Willow Rosenberg accompanied as always by the cute Blonde he had been chatting with the last few days. They were arguing intensely, Buffy, it seemed, was of the opinion she was living with the roommate from hell. Finn sighed, "If only you knew how true that might be." he thought jokingly to himself

Getting her attention, he walked over to their desks smiling as he came. "Hey Buffy, how are you guys doing today." Buffy smiled at him prettily and his heart skipped a beat. "Listen, I was talking to Professor Walsh, she told me about some new fine arts scholarship that's being set up. I was thinking about what you said, you know about your friend and some of his money problems…"

* * *

The grant was a real stress breaker Joyce, RENT was no longer a problem and school was less of a drain on my bottom line. Things were going smoothly for Xander Harris. So of course Spider-man's life started getting really complicated.

* * *

Spider-man was an hour deep into his nightly patrol. The two nights on/ two nights off arrangement between him and Buffy meant that she had more study time since Spider-man was capable of dealing with most threats.

He landed on a roof over-looking a dark street. Looking down he saw a jogger in full burn, racing down the block. This reminded him he had not seen Cassie in class. He wondered what that meant, then he wondered what it meant that he cared. Then he stopped wondering since such thoughts lead to badness, then he nixed the stoppage since that betrayed a whole host of things he didn't want to speculate on.

It took him a second to realize the jogger was not jogging. She was running. She was running from a demon, seven-foot tall, strong, but not too fast, either physically or mentally.

Spider-man yodeled since that shocked the hell out of most people … and demons. He dropped onto the bad guy's head. Bouncing out of his reach he fired webs at its feet and yanked hard tripping the thing up. Looking around he tied his web-line to a lamppost and hauled the thing into the air so that it was wriggling upside down like a fish.

He wagged a finger at the struggling beast. "Running and Screaming is a sign the date isn't going well."

He turned to the woman "are you Ok, no broken bones scraps or lingering trauma that will be worked out on some innocent bystander?"

"You moved so fast" The amazement heavy in her voice.

"Some women take that as a compliment." Spidey fired a web-line into the air. "I should run you back to your place."

"Aren't you going to call the police. He seems dangerous."

"He seems dangerous but really, he just needs some space. His species is in heat and the bright colour of your jogging top is considered an attractant. He would have turned you loose as soon as he got a good whiff of you. Of course, you'd have been terrorized in the process hence my timely intervention. "

He scooped her up and web-slung her to a building a few blocks south. He dropped her off and headed toward Giles place. Ugh, he thought, lover-boy had gotten his I'm-In-the-Mood-Musk all over his outfit. Well since Giles was all in on the secrets, he would not mind giving up his washer/dryer for a bit. A plan that seemed to calm Spider-man's buzzing Spider-sense.

* * *

"Hostile 7 secured."

"Subject detained and entrapped Hostile 7 in about thirty seconds.

"Thirty seconds, it took us an hour and four guys to capture him the first time."

"What about the tracer.

"Planted as instructed"

"Control. "

"Signal is coming in strong and clear…no wait it just went off, danm it "

"Obviously, his sensory input detected the tracer tag.

"That variety is only detectable on the pheromone level only."

"Maybe he can smell really good, either way the trace is lost."

"Great any other good news."

"Strength and Speed are charting high…very high…this will not be an easy capture."

"Gentlemen, a High school student with a camera gets pictures of him all the time. Do not make me go back to Walsh with the news that she cannot count on a highly trained black ops team to do the same or better."

"Understood agent, Understood completely "

* * *

A few days later found Xander webslinging though town. " Late, I'm late for a very important date, no time to say hello goodbye" Xander hummed to himself as he threw his body through the air. Snagging a building face with his web he came up with and discarded a hundred excuses to give Cassie for why he was accidentally on purpose showing up late for the lunch he had promised her. He caught serious air and felt a buzz from his Spider-sense as he passed a construction site. "Danmit why is it always when I'm in a hurry, well this time, no banter, just save and go."

* * *

"OK are we set"

"It has to look accidental. The weight will drop Spider-man will show up and we capture him as he is doing the hero thing. "

"Crap, he's early, he's early, fire the squibs fire them now."

"Their fired, there is no way he can …My god "

"Control he just caught a thousand pound weight and secured it. "

"It didn't even drop, It was like he knew exactly where and when to be."

"That's impossible, that's beyond impossible."

* * *

Spider-man finished tying off the weight and leapt away. He had seen an old friend and figured a chat was in order. On the roof, watching the action, was The Black Widow.

"Well, well BW , fancy seeing you here."

"Why act surprised, you know I continue to observe you."

"And testing me as well, wanted to see if I'd rescue those construction guys"

"I had nothing to do with the accident. Besides, I already know you could handle that basic exercise."

"Look, I think its safe to say I'm pretty much over the hump of being warped by my powers."

"And the shock of your father being corrupted and transformed into the Green Goblin this too seems to have left you untouched." The mystic assassin replied archly

Xander startled. "How did you …never mind…If you know anything at all about me then you know that losing my old man is hardly the worst thing that could happen to me. "

"Much as I enjoy our reunion, aren't you at least curious why these incidents have been happening of late."

"What incidents, this is Sunnydale. The whole city is danger prone. Look this is really amusing but since you aren't killing me today I'm late for a lunch date and I really want to get off on the right foot with this one."

"Person or persons unknown are stalking you and the only thing on your mind is a romantic rendezvous."

"Hey people have wanted to kill me since before I was Spider-man. Wanting to be seen in public eating lunch with me? Not so much," He fired a web-line "Frankly I'm going to enjoy it while it lasts." He skipped off the roof and raced away.

The Black Widow followed the webslinger with her eyes and spied on the Black-Ops team that had been waiting below in ambush for him. " Never mind whether or not he's evil, sometimes I question his sanity." She muttered to herself before departing.

* * *

"So what happened with Buffy" Cassie was asking. She was asking about a third hand rumor taken from a girl who was currently dating a senior named Parker, a senior currently boasting that he had nailed the unreachable Buffy Summers. Buffy's humiliation was profound.

"I'm not supposed to discuss the matter, ever, on pain of death."

"Ouch " sighed Cassandra "that bad, I too know the pain of buyers remorse."

"Buyers remorse?"

"Bought a load of hooey, You're the only one for me…I've never felt this way about anyone…. God will bless you if you place yourself in my hands."

"Huh ? "

"Forget that last one I was just joking, anyway Are you going to kill Parker."

Xander had considered taking Parker on a scenic tour of the Sunnydale skyline but that seemed both extreme and petty. Buffy was a big girl and while visibly annoyed over the whole affair seemed to be dealing with it.

"Death is too good for him, unfortunately since the blazing sarcasm I would like to use would fly over his head I'm kind of stuck for a proper response."

"Well at a time like this, the only practical response is a good party. " The bubbly Cassandra smiled

"The girls are on the same page. There is a Halloween party, I was going to beg out. "

"Oh no you are not. I'm not partying with your friends and providing the incredible levels of support that a fellow sister will need without you there so that we can vent our rage and frustration with men."

"Oh wow, I feel so very…unlucky" Xander grumbled moodily

* * *

"So, feel weird in any way that you've become a Halloween costume option." Willow whispered to him a week later.

As they stood in the hallways of a frat house the first thing Xander noticed was that several guys and a surprising amount of girls had opted for variations on his Spider-man outfit.

"I doubt I look as good wearing mine." He whispered back eyeing one senior who had ripped the sleeves off the top to display his bulging biceps. "Still if weirdness erupts, how much trouble could a bunch of Spider-man clones really be?" Xander was dressed up as a spy, again pleading a desire to be ready in case costume craziness ensued.

The quietly giggling Willow had gone with Joan of Arc this time out "since they share a history of being burned at the stake and having a close relationship with God." Oz was wearing a sign on his chest that proclaimed him God.

Buffy had gone with a heavily modified Little Red Riding Hood outfit from her childhood days. "Mama wolves lock up your sons", Xander thought to himself as he beheld his friend.

Cassie had gone with a peasant girl look. She occasionally cast furtive glances at Willow; or to be more accurate, what Willow was wearing.

"What's with the thousand yard stare." Xander asked her

"Was this what she saw, why she was so sure that their attempts to erase her would fail." She whispered

"Who are you taking about"

"Nothing Xan, I 'm a bit of a history buff and the great ladies of history are many. Joan of Arc is…Was, a favorite topic of mine. "

The party started and aside from a brief glimpse of Parker that generated some angsty hand wringing on Buffy's part things were fine. Xander was jealous of the attention paid to the shadowy army guys who popped up at one point during the fun.

However, it being Sunnydale, the fun didn't last. A mystic force unleashed itself warping the house and setting people's deepest fears against them. Team Scooby separated with Xander going with Buffy. He was surprised that she gave in so readily to his desire to back her up these days. It was such a change from the bad old days when she barely noticed he was there.

"Of course, you weren't a super-powered hero then." He thought to himself. "The only reason things are different now is because Spider-man is around. Without that costume, she would barely see you at all."

As if in confirmation to that thought Buffy began calling for him as though she could not see him and wondered off looking for Xander who was screaming in her ear that he was standing right behind her.

A faint giggling distracted him for a second and during his moment of looking for its source Buffy vanished.

Xander searched through the house for Buffy. Cassie would be ok with Willow. He stopped as he felt a stirring in the air. Then his head exploded in pain, pain unlike anything he had ever known. He crouched and breathed trying to pull air into lungs that so wanted to shut themselves down.

In the midst of his pain he felt it, then heard it, giggling. Bad guy giggling, a shadow flitting around the room and a voice. A familiar voice.

"The itsy-bitsy Xander became a Spider-man. The darkness comes to claim him though he fights it all he can. But, one day he'll give up. The man will lose I fear. And on that day, Xander will die. " A raking blow hurled Xander up in the air." And CARNAGE will appear. "

Xander crashed down the stairs and into a wall that used to be a door. He pulled himself to his feet to see Venom. No, wait not Venom with his dark black costume. This one was red and blue and although he had razor sharp talons for hands and a mouth full of sharp pointed teeth as Venom did there was something eerily familiar in how the figure crouched laughing before him. The face was alive with menace. The mouth opened wide and then wider still and peeled away to reveal the face inside. It was Xander, or someone or something that looked like Xander. .

"What do you think, Not exactly top forty but the ending has a real kick to it." the thing called Carnage smiled

Xander shook his head defiantly "You are not real, you are not real."

"Uh,uh, see **you** are the fantasy," Carnage struck a pose. "The noble crusader, struggling to serve the public trust and uphold justice. You make me sick. When I finally claw my way out from the place inside of you that I hide in Ill make all of them pay. Buffy, Willow…"

Xander's angry cry cut him off and the fight was on.

* * *

Giles was dressed as a Mexican mariachi band singer complete with oversize hat and Poncho. He was escorting two Female teachers to a halloween party when a student ran screaming past him. dragging the boy to a stop he got him to explain that he had just escaped from a frat house party and that the place was going crazy.

His dates were inclined to think someone had spiked the punch, Giles' instincts knew better.

Leaving his dates to care for the boy, he rushed back to his place and retrieved a selection of weapons and a very large Chainsaw. The saw made short work of the recently sealed door of the frat house. if his life had taught Giles one thing, it was that whatever was going on, his young charge was right in the midst of it and would be needing his Watcher-ly counsel before the whole thing was resolved.

* * *

Willow and Cassie raced down the hallways after Oz. He had begun to change into his beast-form with no warning. Cassie seemed surprised that Willow was dating a werewolf but had obviously decided to file her shock under Things-To-Be-Dealt-With-Later.

Willow pulled up short and decided that chasing everyone down was impractical.

"What are you going to do then " Cassie asked

"A locator spell, and maybe something that will show us the real culprit behind all of this." Willow responded before dropping into a lotus pose and murmuring ancient words to herself.

Whatever her intent, it most certainly was not the army of angry buzzing lights that appeared and began to chase the poor girl down the hallway stinging her as she ran.

A werewolf changing without the moons influence, a witch with no control over her magic. In each case, the person's darkest anxieties had been turned against them. An elderly voice spoke harshly in Cassie's memories, "Control your fear girl or else it will control you." It made more sense now then ever it had before. The others, Buffy, even Xander might even now be confronting dark terrors conjured from their own imaginings, Cassandra Webb would be of little help. Fortunately others could be called who were of greater use then she, and it would take more then a simple magic binding spell to bar them entry to this House Of Horrors.

* * *

Buffy searched for Xander for a short while before assuming that he would be fine "after all, he is a super Hero now. " she whined mentally to herself " Doesn't need me anymore." her Father, Merrick, Angel, Parker, frankly it seemed the fastest way to get rid of men in her life was to express interest in them. Then they left, every one left her alone. She would always be alone.

Hearing cries of terror she dashed off bursting through a door to crash headlong into a darkened basement. Buffy, being who she was, was hardly surprised when the Dead began pulling themselves from the floors and stalking toward her. "We will always be here Buffy, all of us and more of us everyday we are waiting for you."

* * *

Giles burst though the wall and dragged his supplies after him, alright I'm inside, he thought, now what?" the wall he had just remodeled closed up as a deep voice laughed. A creature darted out of the shadows toward him. He lashed out a foot to kick the thing aside. Yanking a sword out of his pack, he slashed at the thing, which retreated into the shadows. "Well that was too easy." He muttered

A crash was his only warning as Xander's body came flying through the hallway a demonic creature that resembled Spider-man cam flying after him landing atop the boy to slash angrily at him Xander kicked the thing away. it came flying down the hallway toward Giles when he was jerked from its path. He spun to see his rescuer was an athletic woman apparently young, yet with eyes that hinted at great age, or pain. On her belt an hourglass insignia that he remembered Xander mentioning once before, she pulled the watcher behind her and slashed at the creature who danced away from her attacks.

"Why don't you finish up with me first Carnage." Xander roared.

"Cause you're boring me, if I string up the watcher's innards like tinsel maybe then you're start fighting like you got a pair."

Carnage slashed at Black Widow, who fought back with a short blade. She kicked out at the demon causing him to snarl painfully. "You are gonna beg me to kill you in the end."

Xander latched on to him with a web-line and dragged him around and around smashing him into walls and floors. then he rained punches on the demon in an dark frenzy before slamming him repeatedly into a wall until Carnage's demonic form went silent.

He stood looking at the thing panting tiredly. "I'm not like you, I never will be. I'm not like you and I never will be. "

A loud door crash announced Buffy's escape from the basement she was holding a leg in her hand and using it to beat at something that finally retreated enough for her to slam the door shut.

Willow joined them a few moments later and introductions were quick and to the point.

"Everyone, meet Black Widow; Black Widow meet everyone." Xander said brusquely

"Cool," Willow smiled nervously "What does she do?"

"I Kill corrupted magic users and avatars who misuse or intend to misuse their powers." Widow responded simply

"She has been the final solution on every Spider-man for a thousand years. If it wasn't for my Xander-ly ways I might already be the latest notch on her belt."

"I don't recall you mentioning she was back in town Xander." Buffy said pointedly

"I don't think she ever left town. Buffy," Xander responded just as pointedly "She helps me out from time to time and threatens me occasionally, as relationships go its actually one of my better ones."

The group eventually found their way to a marked out space in the house where they discovered the force behind the reality-warping spell was a fear demon. After accidentally calling forth the demon lord himself the group were confronted by a six inch high thing that looked like a toy action figure.

Xander's response was typically inappropriateWho's the little fear demon? Come on, who's the little fear demon?"

"Don't taunt the fear demon Xander. " Giles snapped wearily 

"Why? Can he hurt me?" Xander asked quickly backing away

No, it's just... tacky." 

Buffy ended the debate by crashing the demon under her heel. Xander immediately wanted to look for Cassandra but the Black Widow assured them that Cassie had fled the house the same way that Black Widow had entered it and would no doubt meet up with them later.

Outside the group headed back to Stevenson Hall. Buffy and Willow were rooming together now. And as Xander recalled That was where Cassandra was living as well. OZ made semi-polite apologies and fled the group. Willow looked upset but Later confessed to Xander that she understood. Having his control ripped away was something he talked about from time to time. Xander couldn't help but remember the chilling warning delivered by Felicia Hardy last year. The Beast would raise and rage, Oz would either deal with that inevitable truth or see his life ripped apart by the thing he thought he controlled.

"So, we were attacked by our fears. " Willis sighed as she watched Oz run off.

"Yes the demon needed to feed off our terror. " Giles was reading out of the book they had found.

Buffy was briefed on what she had missed out on during her tour of the basement "You are carrying around some real baggage Xan, I didn't know you were so worried about going nut-so with your powers."

"Well Yeah Carnage has been a fear of mine but not a big one. Guess it bothers me more then I thought." Funny thing was Xander hadn't been that concerned about Carnage until tonight. His greatest fear was that Buffy and Willow no longer cared about him. That he didn't exist outside of the tactical advantage Spider-man represented. Xander feared that his friends had come to care more about the Spider and less about the man.

Still, if Becoming Carnage wasn't his main fear, then whose fear was it. Who was living in such terror of Carnage emerging from within, conquering him, and consuming him; that their terror was brought to life by the fear demon's spell.

* * *

The Widow watched the slow homeward trip of the Scoobies. This had been a night of revelations Carnage made manifest and Xander had confronted him. Still, that was not the real Carnage, only a phantom created by the fear demon. Xander's ability to fight a phantom was not to be trusted.

She prepared to track Xander when a lone shadow streaked across her vision. A demon, looking for a quick bit of fun on the all souls eve. She diverted from following Xander. Black Widow was more of an Assassin then a champion, still she was loath to abandon anyone to being accosted by a roaming demon miscreant. Also, she was curious if Xander would detect the demon's presence and lend assistance as he usually did.

The demon swept toward a lone figure standing awaiting the danger. No doubt, more of the masked men from the hidden base she had already detected beneath the campus. Well the capture of another demon was not her concern. Still it might prove instructive. She watched as the demon came at the figure; who pulled a weapon from the depths of their coat.

A shot rang out and demon stopped in its tracks. The figure fired again the demon sank to its knees, a look of surprise and shock on its simian features. The dark figure put the barrel of the large gun to the demon's skull and fired a final time. The demon dropped to the ground.

"Humanity and Justice are served " the figure hissed before retreating into the shadows.

Black Widow nodded " and so The Scourge come at last to Sunnydale… this many co-incidences can only mean that someone conspires to make Sunnydale into a killing ground." She thudded gently to the ground and moved away leaving the demon corpse where it had fallen. The time had come to report her findings and perhaps be told that her wait and see stance concerning Spider-man was not longer an option.

It seems obvious now Joyce. You look back and you see all little things, the statements and clues that create the big picture you are seriously missing. My concerns about the campus home brew coming to a head as Buffy, still being upset about Parker, started drinking, Oz pushing away from Willow because of what he had felt inside of himself that night. Willow using the alone time to work with Dr Conners meaning she was front and center when things went out of control there. If we had only paid attention to the hints… but like I always say Mrs. S, "Xander luck always bad." And truth to tell screwing up my life was never enough for the fates they started messing with every single one of us. Especially Willow.


	14. Beer BadBad Guys Worse

Halloween was a memory, a very bad one it seemed. Something odd began happening, demons began disappearing or turning up dead. Giles was at a loss to explain it and although Buffy searched, she could find no trace of evidence that betrayed what was going on. Depressed she escaped to the pub and it was not long before she discovered the house brew.

Buffy's campus pub appearances were becoming the stuff of legend. Her stronger constitution meant she could drink the jocks under the table and still not feel the brew. Xander could not say anything without giving away her secrets. So he resorted to every trick a barman has of keeping drinks out of the hands of paying customers. Water, soft drinks ignoring her demands for more beers until the owner took over the dispensing and he was relegated to clean up duties.

Giles was no help because Buffy's slaying didn't suffer. in fact, whatever it was that drew the inner jerk out of the jocks after they drank made Buffy a more brutal Slayer. She would hunt relentlessly and Both Willow and Giles reported that she often threw herself at opponents with an intensity that was putting the fear of Slayer back into the hearts of beings long used to the status quo.

Avoidance became the Scooby stratagem of choice. Willow chaffed at Oz-man's need for space, which came to a head when he volunteered to head out to LA to deliver The Gem Of Amara and didn't ask Willis to accompany him. The gem had been the prize won in the latest dust up with Spike; who lusted after the Gem's abilities to neutralize the effects of sunlight on the vampires.

Buffy decided that the best place for the gem was with Angel. Xander had little doubt it was a peace offering, a way to ease tensions caused by their break-up.

Oz jumped at Buffy's invitation to leave town and Willis covered her shock and sadness the only way she knew how, by throwing herself into her studies and her work with Doctor Conners. No time with Buffy and feeling neglected by Oz she turned to the only people who seemed to value her lately. Tara McClay, her only friend from Wicca Group, and Curt Conners, who rewarded her newfound zeal for class work and study by offering her a once in a lifetime chance. He advertised for a research assistant and barely glanced at the other applicants once he saw Willow's name.

Xander would have wanted to be there for Willow but Spider-man acquired a menagerie of villains virtually overnight all very dangerous and all wanting a piece of Spider-man all their own.

A Shaman possessed by a demonic Bird Spirit, hatched a bizarre kidnapping scheme. Spider-man battled Vulture, as the papers insisted on calling him, to a spectacular finish atop the campus bell tower. Then Shocker came looking for payback after his last humiliating defeat. Spider-Man dealt with him twice. Once, when he started tearing up the town, and again when a rejuvenated Vulture sprang him from jail.

Spidey had no sooner recaptured both Shocker and Vulture, than Calypso, a dark voodoo priestess, came to town. She had some long ago connection with dead Vampire Slayer Kendra. Calypso blamed Spider-man for Kendra's demise. Her voodoo drums and magic caused Xander to come down with a debilitating illness, sapping his strength. However, when Calypso and her vampire gang seized Tara. Xander left his sick bed and scoured the town. He found her in an abandoned rat infested building. When Calypso collapsed the building on top of them both. The sick-to-his-stomach Spider-man managed to hold up the roof, protecting Tara long enough for the novice witch to use her hidden wellsprings of power to heal Spider-man. He kept her alive until Buffy could dig them out. Willow went Spell to spell against the Evil Priestess who escaped swearing vengeance against the redheaded witch.

Little wonder then that when Oz finally returned, Willow was too exhausted to respond to him, which further strained an already strained relationship. Oz also returned with news about a masked Super Heroine named Daredevil. She was tearing a swath of chaos though LA's underworld.

A recovered Spider-man was unable to find the force that was vanishing or killing the demonic populace of Sunnydale. What he did find was trouble, lots of it. Crooks thieves and vandals all took their shot at the invincible Spider-man. As Spidey dealt with each one, people started talking, and when people started talking, trouble was not far behind.

It began innocently enough. A special effects guy named Quentin Beck appeared challenging Spider-man to prove that he was all that he claimed. The prize was a million-dollar donation to charity. Spider-man sent him packing in a public defeat that left the Special Effects genius looking like a boob

A day later a powerful warlock calling himself Mysterio appeared looking for Spider man. His tricks and illusions pushed Xander's abilities to the utmost, when it turned out to be Beck in a cheesy costume using stolen magic, Xander beat him silly and then turned him over to the Cops. When last seen, Beck was fighting to stay in jail. Xander suspected that Beck was scared of what Wolfram and Hart might do to him once they had freed him from jail. Spider-man was sure the evil law firm was behind this latest attempt to kill him.

Willow was in Conners lab the day after the epic Spidey/Mysterio match-up casting frequent looks out the window to take in the semi destroyed central quad that the University had unwittingly donated for their battle royale.

"I'm sorry Ms Rosenberg, are my attempts to redefine the boundaries of bio-genetic science boring you." Conners asked peevishly after he saw her gazing out the window for the umpteenth time.

"No sir it's just that I was near that big fight the other day. It was intense."

Ms. Rosenberg we are involved with hard science not Hollywood parlour trickery, Beck is a Special Effects genius but frankly from what I hear his constant need to deliver bigger bangs has almost gotten the studios he works for sued. Now if I could have you focused."

Willow buckled down and began copying data from the screen to a laptop unit. Ironically, the scientist having refocused her efforts began looking down on the quad while rubbing his upper arm right above where the prosthetic he wore fit in place. "Its people like Beck that cost me my arm, some military moron didn't bother checking the area where I was studying lizards…working alone. He set off a fragmentation bomb that sheered off my arm. Frankly it's a miracle I survived."

"That's why this test data is valuable, by figuring out how Lizards regenerate missing limbs maybe we can activate a missing or lost gene in the human genome." Willow supplied "of course transferring that gene would be difficult at best."

"Really and why would you say that?" Conners asked expectantly

"Well Lizards are kind of far removed from us, if we could find a species that possessed the same trait and was close to humanoid then the genetic cross would be less dangerous, less of a shock to the system.. But I guess you've already thought about stuff like this."

"Indeed, I have so I'm even more impressed at your effortless grasp of the facts. Indeed Ms Rosenberg we are collecting this data to find a lizard species closely related to man."

A knock at the door interrupted their talk Connors opened the door to reveal Maggie Walsh. She stood smiling at him. "Conners you were dead on. The rejection rate is down sixty percent over the last batch. In fact, I'd like to begun the next series of…" She finally noticed Willow standing behind him. "Ms Rosenberg, and where was your roommate, Ms Summers, today."

Willow didn't want to say that Buffy was hung over so she went with the old standard of family emergency.

Conners quickly interjected. "Ms Rosenberg was just leaving to check on Ms. Summers."

"I've been hearing some interesting things, Ms Rosenberg. If I find out Ms Summers skipped out on me because of her Beer buzz there will be hell to pay." Walsh dismissivly sneered

"Buffy drinking? Please. " Willow laughed nervously trying not to think of the mumbling heap Xander had dropped off at their dorm room the night before last "Buffy is all about the schoolwork."

"Well then Ms Rosenberg you should hurry along. Please remind Ms. Summers that her essay on Primitive Cultures is still due at the end of the week and I don't care who is sick, dying or in jail. They aren't in my class, she is."

Willow nodded and scuttled out the door. As she passed Walsh, she noticed that the teacher was carrying a vial containing a glowing pale green substance. When Walsh noticed Willow was looking, she shoved the vial further into her pocket scowling at the young woman as she did so. Willow squeaked and quickly fled.

* * *

Quentin Beck looked at the public defender. "What do you mean you are standing aside."

"Mr. Beck, as your attorney its my job to advise you in your own best interests well its my advice that you suck it up and take the legal counsel being offered by Wolfram and Hart."

He was about to respond when the door banged open and a cool brunette power strutted into the room. "I've been waiting in the hall Mikey." Beck noticed the defender wince at the diminutive of his name. "Do I look like someone who likes waiting, Mikey?"

Beck assumed a façade of bravado. "I'm not interested, you tell the Senior Partners that I know things, if they…"

The brunette cut him off. "Mikey take five minutes and go get me a Shasta and then you can have your client back."

Once the door closed, She turned to Beck. "You are in deep Beck…fathomless depths deep, help us help you cover up the train wreck that was your scheme to rid us of Spider-man. "

"Or else?" Beck said defiantly already knowing the answer.

"Or else your next illusion will be conjuring up a heart to replace the one The Senior Partners have ripped out of your chest in the prison exercise yard."

"You're bluffing, this is a secure facility, you'll never get to me."

The brunette sneered at him "You just keep telling yourself that Beck. It will make your panicked phone call all the more enjoyable." She tossed her card at him before turning on her heel and opening the door to admit the returning PD. "Give him a day or so Mikey and then he'll come around."

"But Lila…"

The brunette turned at the sound of her name and slapped the PD viciously "did I give you permission to use my name."

"No Ms Morgan "

"And what have I given you permission to do. "

"Whatever you tell me to do, Ms Morgan."

"Then you will call me in a day or so when Mr. Beck reconsiders his decision to stick with a low ranking peon like you."

"Yes ms Morgan, I apologize, ms Morgan "

Lila pinched his cheek hard. "I'm disappointed Mikey, I thought we had these little discipline problems worked out in Law School. I thought we could have a nice relaxing get re-aquatinted dinner tonight. But, it looks like you need a refresher course in manners."

"I'm sorry Ms Morgan " Micheal groveled

"Carry my things out to the Limo" Lila Snapped and gestured toward the door. "We can discuss what you will wear this evening on the way."

"Yes Ms. Morgan." He headed to the door without a word to his client

"You see Beck you can either profit by Wolfram and Hart pulling the strings or you can get choked, its your choice." She left with **his** Public Defender scuttling after her like a cockroach.

Beck looked at the mirror in the interrogation room. That stark terror in his eyes was no illusion. He was deep trouble. Except, neither Lila Morgan nor Beck himself knew much trouble he was in.

* * *

Willow arrived at the pub a day later. "What's the emergency, what was the problem."

Xander pointed wordlessly to the corner. Buffy was Drunk and showed no signs of working on her Primitive Cultures essay Walsh had been talking about.

Willow wandered over to the table where she interrupted a heated debate among the drinkers as to who was stupid.

"Willow" Buffy smiled dazedly "Willow, Pretty "

"Thank you Buffy, I was thinking could we go back to the dorm now."

"Is there beer, beer is ….foamy "

"Foamy is good." Willow said gently " You know what's also good? strong black coffee and periods of abstinence."

One of the jocks curled his arm around Willow drawing her closer to the table. "Sit down and drink, honey."

Willow had to wriggle free of his grasp "I don't drink "

"Yeah, leave pretty Willow alone." Buffy reached out and slammed her palm against the jock's chest sending him crashing into a wall several feet away. The others at the table found this hilarious and began roaring for a repeat.

To the horror of both Xander & Willow, Buffy decided to oblige. She began hurling her companions around the room with unabashed drunken glee. Willow found herself using her powers to soften the landings of one or two of the guys Xander heard the sirens of campus security and the police responding surprisingly fast.

He raced toward Buffy absorbed one blow from her and caught the next one. He looked at Buffy her face was wreathed in pulsing, glowing lines that looked like tribal markings. He knew without asking that he and maybe Willow were the only ones who could see the ghostly markings.

She peered at him and then smiled "Spiderman, smell like Xander, Xander is friend."

"Xander is Buffy's friend and will be even more friends if Buffy would remember that Xander has a secret identity "

"Spiderfather lives to see his childer consumed by his dark power, but do not worry Xander, the Slayer will protect you. The Slayer will…" She passed out as the first Cops came through the door. Unfortunately too many of the other patrons had seen her throw the punch that started the brawl so Xander had to sit idly by while his friend was dragged off senselessly

Willow looked around at the devastation and noticed something. "Xander, is there some caveman look that is suddenly popular on campus."

"Not that I'm aware , why?

Sometime during the last few seconds, several of the beer guzzling jocks had transformed into Neanderthal-looking thugs. Xander took one look at them and stalked over to his boss. He picked him up and hauled him over to the senseless jocks that now looked like cavemen. "Explain " was Xander's one word command. It was effective

"My brother is a warlock he charmed all the drinks, makes them attractive to anyone that drinks them, that's why I wanted someone who didn't drink to work here. "

"And the instant caveman "

"A little joke. " The Barkeep pointed at the Jock and his senseless friends also sporting thick brows and simian features. "Him and his kind are always lording their school smarts over guys like you and me, guys who have to work for a living so I did this little charm. It's a joke, the effects wear off after a few hours."

"How much beer do they have to drink before they start seriously questing for fire."

"Depends on body weight and mass just like a regular drunk."

"The campus attacks, the thugs who were chasing Tara and the others they been under the influence of the evil brew."

"Honestly you can't blame me for that. All the brew does is make you more prone to act on your natural instincts, there would have to have been something inside of them in the first place that would make them attack a person. Like your friend, Muffy or whatever her name was."

"Something inside," Xander looked at Willow and saw that she was thinking the exact same thought." Buffy."

Minutes later, they were in a car with Giles. He divided his time between berating Xander for serving Buffy spiked Beer and pointing Willis in the direction of online sources for studying the effects of the magic used on the beer. They arrived at the police station and barged past the guards. Arriving at the drunk tank, they found it divided between all the usual rowdy guys on one side of the cell and on the other side, Buffy, scrawling arcane symbols into the walls.

"I cant be sure but those look like protection signs and totems, but where would Buffy learn those symbols " Willow asked mystified

"from her predecessors, the brew is, to use a term you would know, messing with Buffy's natural magic."

"She's just going cave girl like everyone else right G-man?" Xander asked worriedly

"No it's a bit more serious then that. I think she might actually be falling under the influence of the spirit of the first Slayer."

Xander knew that the Slayer power passed from person to person down through the centuries. In theory, there had to have been a first best Slayer from which all other derived their power. What Giles theorized as Buffy continued to scrawl primitive magic on the walls of her jail cell was that over the centuries nervous watchers had found ways to restrict or curtail some of the abilities of the Slayer.

"To make them easier to control " Willow said accusingly

"To make life easier for them," Giles replied placating "allow them some sense of normalcy , some degree of comfort in their calling "

"In other words, to make them easier to control " Xander deadpanned

"Yes well, not every Watcher was like me nor has every Slayer had friends and allies to assist them hence their generally short life spans."

"Well what she doing."

"Its a protection ritual but what she is protecting against I can't be sure I mean the creatures linked to some of those symbols don't exist anymore."

"What are they "

"An elder race of lizard men, kind of a low end link between a demonic species banished from this mortal plane by Mankind."

"So Buffy goes feral and starts thinking that there are lizard men every where "

"It is an unlikely circumstance for one thing That species of Lizard was notoriously hostile and quarrelsome but they were reputed to be photosensitive. It's unlikely even if there was one around they would venture into a place as bright as this." As if to mock Giles the lights choose that moment to die. Plunging the cellblock into darkness.

A policeman started herding the Scoobies toward the exit.

"What about the prisoners?"

"They will be fine, ma'am the cells are all on a separate circuit then the light as long as they stay in their cells they should be fine."

"Well is there anyone else on this level maybe they should be evacuated."

"No one here but the guys in the drunk tank. The only other person on this floor is that special effects guy and he won't be much trouble."

"Beck, Quentin Beck is here?"

"Yeah his lawyer was in to see him, good looking lady from some LA uptown law firm."

"Lights go dark, Buffy is going feral, and someone who Wolfram and Hart might want to silence is involved, I'd say it was Spidey-time wouldn't you. " Xander said quietly as he opened his shirt revealing his uniform.

"We will cover for you." Willow hissed

* * *

Beck sat in the darkness. He could hear … something rattling around in the vents. "They're coming for me." he muttered fearfully

"Who's coming for you Beck" Quentin looked up and perched on the ceiling was Spider-man

"How did ?"

"You could ask me questions or you can keep breathing, think fast magic man."

"Wolfram and Hart, I told them I'd squeal "

"Stupid move on your part lets get you moved then you can tell me all about your sordid deal with them."

"Spider-man webbed Beck's hands together before bundling him over his shoulder. "Whatever is in here likes the vents so we had better stay away from them."

He made for the staircase his spider-sense going wild al the time. Something was moving really fast and was setting his senses off with its dangerous intent.

As Spidey carried his burden around the corner, he confronted two over excited cops. They pulled guns on him. Spider-man web-lined the guns out of their hands then yanked them off their feet.

"Cute trick" Beck sneered

Xander didn't spare him a response. he just started running his spider-sense screamed a warning just as a tearing announced something breaking through the vent above him suddenly his burden was gone. Beck had been snatched from his very hands.

Spidey leapt into the dark vent "If I don't get him back they'll make me turn in my Super Hero card for this."

* * *

Giles and Willow were watching Buffy she began to whine.

"What's wrong with her " Willow fretted

"I think the dark and noise have her agitated " Giles said, "we should calm her."

"Get back from the bars." A guard remarked sarcastically. "No one leaves until the emergency is over."

"She is obviously in need of help "

"I got her help right here." He pulled a baton from his belt and slammed it against the cage doors. Buffy snarled, to the guard's delight he whacked the door again and was surprised when Buffy reached out and snagged the baton and yanked hard pulling his arm through the bars, slamming his body repeatedly against them.

"Grab his Keys" she said roughly

Giles was taken aback " I thought "

"I got my powers of speech back a few minutes ago I've been faking it since then.

"Why him ?"

"He smelled like a jackass I figured he'd act like one too. Make with the Keys."

Giles snatched the key ring off the guards belt and opened the door

"Nice to have you back Buff " Willow smiled

"Nice to be back hun nice to have you both around." Giles and Willow moved to hug her she clasped them both and then quickly banged their heads together rendering them unconscious. She completed the scrawl she had been preparing and then dragged her friends in to the cell locking them inside.

If Willow had been awake she would have sensed a protection spell revving up. A magic older then time, but which Buffy had made without knowing how she could. "All right" the Feral Slayer growled "Time to see if what else I'm good for besides mystic wall tagging."

She set out with the nightstick in hand to find the thing she had been sensing moving around the building. She could sense Xander too, and hoped that he would have the good sense to stay out of her way. In her current hyper-state of excitement, she might well attack anything that got between her and her quarry.

* * *

Spider-man crawled through what felt like miles of vent shaft. He could hear Beck calling out and the hissing of something that was not interested in the slightest with what he had to say.

At last, he saw a opening before him that let out on the roof of the station. He popped out on the roof and saw Beck still bound his body tossed to the rooftop like a rag doll. A subhuman roar and the flaring of his spider-sense was his only warning that something had been waiting in ambush and had chosen that second to spring its attack.

* * *

Buffy landed on her target, who cried out and spun to the side Buffy leapt back from a leg sweep lashing out with her nightstick trying to land a blow but her quarry blocked then countered. The Slayer sensed that her backward evasive bend, should be impossible but she executed it. Spinning the nightstick to ensnare her foe, who snarled and kicked at her. Buffy danced to the side, she felt complete, unbound and free like never before as though she could do anything.

* * *

Spider-man guarded his throat from another attack, this guy is in the zone. He thought. There was nothing for it, he had to bury himself in that same place as well or beck was dead. He buried himself in his Spider-sense but even this was only slightly effective. He landed one or two more hits and evaded a few more blows but his enemy was still staying with him, still trading him blow for blow, still matching him strike for strike. The force of their onslaught driving him backward toward the roof edge.

* * *

Buffy felt her enemy giving ground and pressed her attacks. Her foe tried to entangle her nightstick, Buffy just let it go lashing out with the talons on her hands. Her quarry grunted in sharp pain as the blow sent them sliding across the floor clutching at their side. A huge feral smile crossed Buffy's face and she darted after them.

* * *

Spider-man crashed into a wall grunting in pain. His enemy coming on strong, "Spidey powers don't fail me now." He muttered and shot a ball of webbing in to its face. A deranged roar issued from the beast who tore at the webbing. Its face clear the creature came closer circling looking for a opening to strike.

* * *

Buffy circled, the sudden rally of her dark foe was unexpected but it just wet the appetite for the kill. She darted forward slashing as she came. A series of raking slashes that drove her foe backwards.

* * *

Spidey back-flipped away. "That's it big boy come to poppa "

* * *

Buffy came on strong and fast her senses were hyper-aware something was not right. This leading retreat was not in character.

* * *

"C'mon, nice and tasty treat right over here." Xander thought "Come on you big stupid jerk. I need you to attack me."

* * *

Buffy felt the wrong ness of the strike even when she made it. Her foe slashed at a set of pipes running down the wall. Super hot steam jetted out into Buffy's face.

"Your mine now Muffy " Venessa Bruer sneered and readied a stabbing strike.

Her staff swirled through the air and lodged in …a wall Buffy had vanished. Venessa felt movement a split second before Bufffy's fist slammed into her repeatedly. Venessa sank to her knees " that was for Faith but mostly for Angel." Buffy snapped and readied another blow when her senses picked up the sound of a gun being cocked. She looked up, a policeman , young attractive probably would be her type save for the stench of fear coming off of him in waves "let the woman go, back away and raise your hands above your head."

Buffy released the blind assassin and backed off, this was going to take some explanation. Something her new feral instincts and abilities had not really prepared her for.

* * *

The Creature launched itself at Spider-man who ducked letting it pass overtop him grabbing on its long tail as it passed. Bracing himself he spun in place and grunted when the Lizard beast smashed into a cooling unit that was actively venting. The Lizard's body smashed the thing and it cried out in pain before dropping into the vent shaft and out of sight. Spider-man darted after it trying to catch it with a web line but nothing doing. "Danm it" he snarled. He spun to see Beck tossing his leg over the retaining wall of the roof Spider-man fired a web-line catching the fleeing crook in mid fall. "Oh no you don't Beck, I try to lose track of only one fleeing super criminal a day."

* * *

The Nervous cop was edging closer to the girl he had caught fighting when the vent next to him exploded open blowing steam out into the hall. The sound of a body falling distracted him and when he looked again, he was alone in the hallway save for a softly murmuring unconscious woman.

* * *

Willow woke-up to find Buffy pacing her jail-cell. A police officer was opening the door. Giles shook her and smiled saying loudly "Willow so nice to see you awake again I was hit from behind by someone, I guess THEY GOT YOU TOO." Giles' leading comment let Willow know he had already decided not to implicate Buffy. Still the young witch wondered what had Buffy been doing whilst they were out of it and where was Xander?

"Yeah" Willow shot an annoyed look at Buffy before replying. "Never got a glimpse of them, couldn't ID them even if I really, really wanted to. "

The policeman snorted "Well we saw Spider-man up on the roof I'd say lets ask him some questions but of course, lights go on and he's nowhere to be found. "

"What about Beck?"

"Screaming for his lawyer; wants to sue us for not protecting him from harassment by that wall crawling glory hound. Just our luck, he was blowing off the high priced attorney just the other day. One Spider-screw-up later and bang, instant clamshell and LA just called saying that the Law Lady is on her way back here."

* * *

Spider-man landed on a roof near his place looking down to see if the coast was clear he spotted a man stalking in the shadows.

"Come out freak I saw you change, saw you assume your human shape In the name of Humanity and justice this town will be cleansed of your filthy kind."

Suddenly a man darted from the alleyway, the shadowy figure gave chase firing a gun as he ran. Spiderman dropped silently on a thread until he was close then landed on the gunman's head. The half-naked man fell sobbing to the alleyway ground. It was Curt Conners.

"Hey Doc what's with you trying to get dressed in the middle of gunfight at the OK Corral?"

"Oh God, the last person I wanted to run into "

"Really why? "

"Listen to me you have to get out of town. You have to leave "

"Any particular reason you are telling me this "

"Just trust me I have my reasons Spider-man you have to get out of Sunnydale if they catch you do what they are doing "

"Whose they Conners what's going on?"

"Listen you have to promise... you never saw me like…like this…" He looked around fearfully "if they knew ... what I know now?"

"What are you talking about "

"The Scourge. He found me he was hunting me I …I don't know why?"

"Really well why don't we wake him up and ask I'll just web you up here and

"NO please don't "

"What did he see you change into "

"The accident that sheered off my arm also uncovered evidence of some ancient civilization. While I was wondering around lost and in pain I set something off…cursed myself somehow… ever since I periodically transform into this …thing a lizard like creature. When I found out about Sunnydale I hardly believed that such a place might exist but now I think I can find a cure for my condition. Anyway, this …person saw me as I was changing back and started chasing me."

"You came to Sunnydale looking for a cure to a mystic curse." Spidey asked disbelieving

"There are beings here that can control such transformations, if I could find a way to do the same thing …"

"Well someone has got know."

"No, please no," the doctor pleaded. "If anyone finds out they will…They're trying to capture anyone and every … thing… that they can."

"Who?" Spider-man asked expectantly

"The Initiative, their government, highly financed…yes that's it. I'll tell you things... help you find out the truth. Get you information, anything you want to know just please keep this just between me and you."

"How do I know this is legit Doc "

"They are hunting for you, they have come close already. That incident at the construction site. Several other things, That's them trying to capture you. You have to be careful you and that other do-gooder."

"What other do-gooder " Spider-man asked as the cold feeling crept up his spine.

"The one they call the Slayer, The Initiative is most interested in the both of you."

"Why?"

"Because they know about Sunnydale, they know what's here, what it means and what they can do with it. Most of all they want control. It's why they brought me here and I fear, why they got me to do what I've done."

"You mean other then helping to round up demons for some government ops program?"

"Not that," Conners confessed miserably "I have a friend a theoretical Physicist named Dr Otto Octavius he has been doing experiments in Trans-Dimensional Harmonics. He has created a machine that he says can open doorways to other realms. I …I was persuaded to get him to test it here."

* * *

Spike looked down at Sunnydale. He had sworn that this town had not seen the last of him. The Big Bad was back, first he would get a gang together, then he would deal with the sodding Slayer and the creepy Spider-man then…oh yes, then he would spring his latest surprise on the World. After that everyone would bow down to … the soft thud of the dart interrupted his ranting. He spun and looked at the masked figure that was coming toward him.

"HST secured, will be ready for pick-up and delivery in just a few."

"Bugger" said Spike as he passed out, which was a shame really because the plan he had conceived was quite ambitious by his standards the Scoobies might have enjoyed trying to stop him from pulling it off.

* * *

Willie slid another drink in front of the masked babe. Her golden mask sat beside her she tool the straw in the drink and sipped. "So tell me about this Slayer."

"What's to tell, one girl in all the world except there is like two of them now and don't get me started on how that happened. "

"Is she human, natural? "

Willie snorted, "not a chance, Slayers are champions mystically powered and chosen. Super strength, speed and resilience. Mostly they kill vampires but she can get around. "

"Then she is touched by magic." The woman said grimly

"Who isn't these days." Willie shrugged, he ignored the wincing shudder that visibly ran through the woman in front of him.

"What about this Spider-man?"

"Oh he's getting to be a thorn in every one's side. Even mortal crooks hate him."

"But his powers, is he human, demon, mutant…."

"Nobody knows for sure, Well some mortal named Beck tried to prove his powers were fake but that blew up in his face …literally."

"So he is magic as well."

"Just between you and me I've heard that some bad ass assassin has been floating around. Her order kills demon avatars and she was in here once asking about Spider-man, so maybe she has been trying to do him. Frankly, with the reputation that her order has I'm surprised that she hasn't managed to kill him yet I guess he is tougher then he looks."

"So this Slayer and this Spider-man are the only protection the mortals in this town have against the darkness."

"Only?…trust me lady, those two are all trouble, all the time." Willie pointed to a group of demons around a table. "Bounty hunters like those guys over there come here looking for The Slayer but lately some of them have come looking for Spider-man."

"Bounty Hunters?"

"You piss off the kinds of people The Slayer and the Spider do, eventually someone with deep pockets will bankroll a serious contract on your head."

The girl rose from the bar and donned her mask. She drew closer listening to their talk. The gang of thugs argued among themselves. "How corny can you get, first it's The Terrible Trio then The Frightful Four would you get off of the names already."

The demon he was speaking to shrugged. "Names give a sense of power you know, or"

"Or nothing, we're all here for the bounty when the Spider and the Slayer have been iced we can share it out. At the rate you are screwing around you'll be calling the group the Sinister Six or something equally geeky."

"What if some mortal gets caught in the crossfire." The masked woman asked quietly "While you are trying to get these so-called do-gooders. Some mortal could get hurt."

"And? Like that really matters with the kind of money that we are being offered I'd happily off the entire town."

"Not if you die first." The Woman snarled. She raised a weapon and opened fire. The demons headed for cover. She pulled a rifled weapon from the depths of her cloak and fired brightly colour shots into the corners of the room setting those demons still in the bar alight. When the bar was silent the woman looked at her handy work two dozen beings of various types lay dead or dying " Humanity and Justice are served. " she hissed

A whimper from behind the bar made her think that someone had escaped her rampage and she discarded both weapons pulling a third from concealment to stalk the maker of the sound , Willie scrambled toward the door but the woman tossed a chair in his path tripping him up.

She stalked the fallen barkeep placing a boot on his back. You make money by serving these…things in some ways you're a traitor to your race. "

"I told everything "

"Not everything, I still don't know who Spider-man is who is he where he is "

"Follow the sirens or you could cause trouble … eventually he'll try and stop you "

"What about this Slayer, who is she and where can I find her."

"Summers, I hear she attends UC Sunnydale "

"The Slayer, you know her identity "

"Its not like she hides her face or name. Everything mystic and demonic know who the Slayer is and once they do they don't mess with her or her crew. The smart ones anyway-- the rest are dead."

"Well I'm asking now, who is she?"

"Her name is Buffy Summers "

"Tell me everything about this …Buffy Summers "

"How much is everything "

The Masked woman jammed the muzzle of the gun against Willie's skull "Just keep talking till I don't feel like killing your treacherous hide. Everything, where she goes, who her friends are, Absolutely everything you know." Willie knew a lot and after four years of Buffy leaning on him for information, it felt good to rat HER out for a change. Then there was the whole gun to the head thing to consider.


	15. THe Doctor is IN

Sorry for the long pause ... I've been going though some of my notes for this story - I obviously ripped off Spider-man 2 -but for all of that it actually worked out quite well

* * *

_T__hings were changing Joyce, for all of us._

_Oz finally left, gone, zip, the only clue to his reasoning for leaving was that he was losing control of the beast and needed to regain it._

_Willow was devastated. Buffy and I should have been there more for her but in the end, it was Tara who came to OUR rescue, saving the most important person to either Buffy or myself. I'm not not sure which was more off-putting in those days, finding out Willow was bisexual or finding out her new partner was a Spider-freak of the first order. Pictures, news clippings, Tara was big, big fan. _

_Then Came the Gentlemen...__Overnight the whole town lost the power of speech. Buffy searched for the cause as did Spider-man Buffy found The Gentlemen and shut them down and according to what she told me later that was unfortunately how Riley found out about the Slayer._

_Nobody likes to get blind sided like that as I was about to find out for myself when Uncle Otto came to town and everything changed._

_

* * *

_

True to his word Connors secured the Scoobies invites to the Octavius demonstration. Although, he had no idea why Spider-man would want three youths to attend such an event and Spider-man was loath to explain the inconvenient connection between him and Xander.

Willow was practically bouncing when they arrived at the theater. She and Tara were standing just close enough that they could always be in some kind of contact yet not being overt about their newly established connection.

In the center of the room was a bank of computers connected to a control console. In the middle of the room a circle surrounded at four points with metal arms reaching upwards.

Willow waved to Otto who smiled back. Rosalie walked over to the group. "Thanks for coming." She said giving Willow a hug "Otto won't admit it but he is a bit nervous."

Willow nodded "That's why I brought all the moral support."

"Hi Aunt Rose, " Xander smiled.

Rose hugged the boy as well, "I hear good things from Professor Bender he likes what you've done for him so far."

They all talked a bit as the room filled. Connors appeared looking pale again.

"What's with Connors?" Buffy asked

"Don't know, he skipped classes the other day." Willow said simply

Xander avoided her gaze. He had given his word and his word had to count for something. instead he checked his cellphone for messages from Cassandra. Buffy caught his furtive moves. "Xander's got a Grrrlfriend." she teased.

"She's not my girlfriend Buff...she's just a person with whom I have scheduled meals."

"Where is she?"

"Said she was looking to grab some thing to eat. She claims she's been dieting and is hungry all the time. Long experience has taught me that commenting on female dieting is a fast way to pain-ville."

As soon as everyone was in position the lights dropped and Otto moved to the middle of the room. "Thank you ladies and gentleman, I want to thank The Dean for allowing today's demonstration and of course, Professor Maggie Walsh for her contribution of the facilities."

Walsh nodded Riley stood beside her. Xander noticed that he and Buffy were still playing some weird game where they would try not to get caught looking at each other.

"I'll cut to the chase gentlemen. What you are about to witness is the practical application of theory. Namely, that there are worlds beyond our own but that by using complex physics calculations you could accesses those realms. Primitive man thought you could do it with magic, in the sixties we were using LSD some have theorized math's was the way to go ...Today, you will see laser harmonics was the key."

"What would be the point of such an exercise Otto?" Walsh asked peevishly

"What indeed, I'll show you in just a second. But first the mirrors behind the magician, Rosie."

Rose stepped forward with a tray in her hands. Otto pulled a cover off the try to reveal four huge diamonds.

"These Crystals are actually grown for me and are essential to the process they focus the energy of the four lasers you see."

"Are they the only way?" Walsh asked.

"For now, yes. Natural diamonds would work better since they are harder and can withstand greater stress then manufactured crystals. But if I had access to diamonds as big as your fist and then proceeded to burn them out, my wife would kill me on general principle." The assembled crowd laughed at his joke."The process is hard and the power balance needs to be exact." He finished explaining.

Rose and Otto took the diamonds, placing them into the lasers before turning to his other assistant giving the man a nod. The man acknowledged the signal, throwing a switch. A high whine filled the room as the lasers powered up.

"Now, the laser projectors will focus energy along a fixed path opening a small hole in the fabric of space-time." he turned to the machine and pulled at a huge lever. "And god said let there be light." The four projectors fired and the beams collided in the middle of the circle. They created a ball of light that pulsed and seethed.

"Power flow is constant Dr. Octavius." the assistant reported.

"This is the tricky part, the flow has to be stable at all times in the early stages after the portal is established the reaction is self sustaining. "

* * *

Inside at almost the same moment, a shadow flitted though the underground complex. passing cell, after cell. The creatures shuffled in fear. watching as the shadow stopped at one cell. the poor creaturegroveled in fear as the laser bars on its cell were ripped aside. The demon began screaming as the shadow fell across it a word old and powerful that some thought was just a story to frighten children ...

"Morlun!" it screamed as its life ended

The power flow to the cage flared, spiked, and then shut down. Reserve power cut in but by then The Morlun had already moved on to another cell and another.

The surges flowed through the system and finding no open circuit in the basement levels, they traveled to the only other spot. The theater

* * *

The tech gave the first sign that something was wrong Otto the power is spiking. I'm getting surges from somewhere

"Regulate it danm it "

"I'm trying." The ball of light flared and then became a disk of light.

"Its like Acathla's portal " Buffy whispered.

"What?" Willow whispered.

"Its like the portal Angelus made "

"If it's like that wouldn't it be drawing everything inside it?" Willow asked

A tentacle lashed out of the disk followed by several more.

"I think there's something inside it." Xander shouted.

Buffy moved to the wall and punched the glass case holding a fire hose and axe she grabbed the axe and jumped at the surging mass of tentacles. Willow caught Xander's gaze and looked at the window in the corner. As It exploded inward, the lights fell and in the confusion Xander shed his clothes and went Spidery.

"Shut it off " Otto screamed.

The tech worked the controls but the tentacles surged and thrashed. They lashed out striking the tech and sending him flying toward the wall.

Spider-man leaped downward to catch the tech. After dropping him safely on the ground, he webbed up a several of the tentacles. The entangled writhing mass flexed and thorns shot out. Spider-man wove a web-net that protected spectators. The thorns bounced off.

"Gotta love the Spider-powers." Spider-man grinned under his mask.

Buffy jumped at the mass and started chopping at the main body of the thing. A tentacle snapped out trying to lash at her. She used the axe to bat it away.

The tentacles lashed out at Rose who screamed. Spider-man leapt on top of the questing appendage which began to thrash violently." Yee-haw, whoa there widow maker." he cried as he was thrown about.

Buffy started chopping at the arms that Spidey had webbed up. The remaining ones flexed again and more thorns rained around the room. One lodged in Otto's back as he fled after Rose. She screamed as he fell.

Buffy ran over to him. A thrashing tentacle beat at her sending her crashing to the ground.

Rose turned back, reaching for her fallen husband. Two tentacles grabbed at her and wrapped around. They began pulling at her. Buffy hurled her axe at appendages pulling at the screaming Rosie while The Slayer wrestled with the ones trying to keep her entangled. She cursed as the tentacle refused to come loose. Suddenly, two more arms streaked toward her slamming into her with the force of a car. A dazed Buffy was thrown into a wall where she sat watching as arms curled around her and began pulling her in.

"Buffy " Spider-man screamed, "snap out of it "

She shook her head to clear it and grabbed onto a chair as she was bring dragged along the floor. She started beating on the entrapping arm. One of the tentacles uncurled and seized the chair trying to tear it from her grasp. The chair groaned then snapped, Buffy was left holding a severed leg, and watching as the chair was hurled at Spider-man who dodged the chair which flew past him to shatter against a wall.

Buffy didn't hesitate, she just plunged the remaining leg into the tentacle impaling the thing and pinning it to the floor. The arm tensed and then released her. Buffy rolled free as the arm tore itself free of the floor and retreated.

Spider-man made a grab for Rosalie but was snatched by tentacles and hurled to the ground. He watched dazed as the woman vanished into the portal.

"Rosie" Otto cried out then passed out. Xander watched sorrowfully as Willow looked at the spot where her Aunt had vanished. In the distance, campus security was banging on the door and police sirens where wailing.

Willow;" he whispered, "I'm so sorry..."

"No time, Spider-man is verboten around here. We'll do this later." Buffy said quietly and resolutely.

Spider-man nodded and slipped out the window and took to the skies.

* * *

"We have to tell him." Willow was saying when Xander joined them later.

"How is Otto, " Xander asked quickly

"Gone"

"What do you mean gone? He had that thing in his back he was out of it how could he be gone"

That thing in his back apparently turned into some weird growth that spawned these tentacles. The arms attacked the EMT staff and he vanished."

"Don't worry Willow we will find him and get those things off him." Buffy was saying

"If they are anything like what came out of that portal," Xander mused, "that won't be easy."

"Which is why I want Connors help, he knows Otto, knows his mind, where he might run to especially if he is still freaked about his wife's death."

"Geez Buff; empathize much." Xander hissed jerking his thumb at Willow who had paled at Buffy's harsh words.

The gang headed down the down the hallway. They arrived at Connors door and opened it. The scene was a horror-show.

Books and papers were strewn about and several of the stands and cages containing Connors work had been smashed. Buffy sniffed the air and growled "Something Big, Fast and scaly"

"How do you know?"

"I can smell it." She walked to the window flexing her hands Xander noticed that her nails normally well kept to the point of maniacal neatness were looking long almost claw-like. She scraped them across the window glass with a rasping sound. " I can smell everything lately."

She headed out the door with a stride that bespoke confidence unseen since well before the Parker incident Xander wondered what had changed. "Is it me, or has this whole Parker thing kind of done something odd to Buffy."

"I like it, she's less …she's more…. well whatever it is I like it a lot" Willow smiled her eyes glittering.

"Well, whatever IT is, it seems to have a scorched earth policy about busting the bad guys. That could be bad if whatever has Uncle Otto is hiding him someplace and we need that creature's help getting to him."

Willow paled and rushed out after Buffy. Xander stood looking at the windowpane. Four scratches scarred both glass and wood marking where Buffy had stood. "Something is going on." He muttered to himself, "something is going on and I'm not seeing it because I'm right in the middle. "

* * *

Otto sat dejected.

"It's gone my lab and work, Rosie dear god Rosie what had he been thinking."

**_"You were thinking that you were a genius and you are " _**

"Who said that?" Otto looked around it for the voice in his head.

**_"We did father we spoke." _**

"What are you," he looked that the things attached to him moving like they were alive, as alive as the thing that had taken Rosie.

**_"No father not taken blessed is mother, being changed made better. A way must be prepared for her return"_**

"These things are speaking to me they are..."

"Alive." This voice was from the shadows "hello Otto"

"Who are you, where are you "

"Right here Otto, and I can hear your new friends. No doubt, some part of my body allows this. I wonder if I can communicate with them as well."

"What are you" it was almost seven feet tall and humanoid in appearance. Its face and body were an amalgam of several different types and textures. Otto had once read and reread Shelly's Frankenstein. Here before him was every image he had had when young of what that pitiful creature would look like.

"My name is ADAM, it was the only name my mother has given me."

"Your mother?"

"Professor Walsh " ADAM supplied helpfully

"Walsh," Otto snarled "She did this to me wanted them to cut me open and examine me instead of helping me and now these arms are… "

"…Linked to your cerebellum I looked at the scans the doctors performed while you were unconscious."

"I'm a freak "

"You are a miracle, a world of miracles really. Do you realize that the creature that those arms came from can travel between worlds. Linked as they are to you now, they bend to your will you are a part of that power, the power you wer trying to tap and unlock the power of inter-dimensional travel. Your experiments could continue."

"No I was wrong to tamper with nature."

**_"No father not wrong, never wrong you are too great and good to be wrong "_**

"Look at what you accomplished you opened a portal a stable portal that would have allowed access to other worlds."

"And look at the cost, these parasites attached to me like octopus arms and Rose, my beautiful Rose, dead "

**_"But father, we have already told you Rose is not dead. Our mother cares for your Rosalie even now."_**

"What?"

_"**She is in the divide between worlds, if a portal of greater size could be opened mother could join your world to all the others that that she has become one with. You and Rosalie would be reunited.**" _

"They speak the truth Doctor, and I require your genius as well. I had a plan that was going to take time to implement but your presence here and now with these abilities that the arms grant you allows me to expand my plans

"No I must not "

"Must not what Otto grab the opportunities for greatness that you have been granted?"

"So much was lost "

"So much more would be lost if you allowed false guilt to blind you "

**_"Allow us to aid you father and you will see there is much great work that could be done" _**

"I would need resources "

"I think you will find that I have access to the one thing you really need Space to work and access to power."

ON some level Otto Octavius knew that he was being manipulated. But he wanted so badly to be right to be great...but he was great wasn't he? On some level he could feel his mind being changed, altered. warped.

"There are those who will oppose us"

"The means to deal with them is already in motion. A Slayer, she might try and stop us, she will fail. In fact I look forward to her attempts. She will be quite helpless against me

"And Spider-man?"

"You're to deal with as you see fit. Had he not involved himself your Rosalie might still be here

"Yes, his fault, he allowed my sweet rose to be dragged to exile he will have to dealt with

"Then we are agreed you will continue your experiments with my help

"What about Professor Walsh, she has also done much for which she must atone."

"I was supposed to be back in the lab to meet her. Perhaps you and she can discuss her act of atonement."

ADAM and the Otto started back toward the underground lab. Octavious chuckled to himself. "Life, it seems, is not without irony. You know what they called me back in school to mock me?...Doctor Octopus."

ADAM assured him, "Then it is time the world learned to respect and fear that name."


	16. Veruca Assault

_WE searched for Uncle Otto for a week. Willis was upset and worried so of course that was when Oz decided to return with Veruca in tow and our happy little life took an express train straight to hell.

* * *

_

With everything going on, Oz's return to Sunnydale with apparently a new girlfriend in tow didn't rank as high on the list of things to be concerned about as it should have. Maybe due to the hundred little emergencies that cropped up around about then.

Uber-nerd Jonathon Levinson got a hold of some old mojo that would unleash your untapped potential. He was hoping to become stronger and smarter. If he got ripped abs, bulging pecs and the love of sinfully attractive women as well, ... what was the harm right? To say he got the raw end of that deal would be a huge understatement. The hulking thing he changed into whenever he lost his temper, went on a spree of destruction across the city. The Hulk was well beyond Xander's ability to stop or slow down and even Buffy had no luck either. Willow came to their rescue however, As a proud card carrying member of the geek squad she was still able to get though to Jonathon and calm him down. If Xander never heard the words "Hulk Smash!" again for the rest of his life it will be too soon.

Reilly and Buffy were making a go of the boyfriend girlfriend thing and in the spirit of that new relationship he told her about the secret lab under the school. That was where Jonathon was living now under constant supervision. They wanted him because as almighty strong as the Hulk was Jonathon had become as intelligent. His smarts were so off the charts that school was a joke for him now. It was weirdly ironic He had cast the spell in hopes of becoming the Big Man On Campus, The center of attention. He had gotten both wishes at the cost of his freedom and the ability to socialize.

Hellmouth Rule number One - Be very, very, careful what you wish for, you just might get it.

Team Scooby would have visited Jonathon in his new home but Reilly refused to take them down there though, apparently needing Professor Walsh's permission for that and Walsh had been missing for a while. but he confirmed that this was the source of the masked guys who seemed to like rounding up random demons though what they were doing with them Reilly was unsure ...he assumed the goal was study for the purposes of defense, but the recruiting of so many brilliant people like Doc Connors and Poor Otto wherever he was, hinted at deeper nastiness.

Then there was the other-other mask guys, strange people who seemed to have a need-nay-passion for killing of demons. Both Xander and Buffy had separate encounters with their gruesome handiwork, Xander's during the hunt for The Hulk. He had bad flashbacks of trying to keep the gun toting demon hunter from killing him while also trying to save the both of them from the rampaging Hulk. Reilly claimed to have no knowledge of who they might be or why they were less into the hunter-gatherer thing, preferring more of a hunter-ritualistically slay. approach.

Xander suddenly had issues of his own, his Spider-sense was firing off randomly producing a mind numbing pain that felt like a migraine with the volume turned to eleven. Oddly it wasn't danger it was reacting to, not specifically, more like a hysterical desire to run, escape, flee from ... something. He searched in vain for the source but could find nothing. Though it seemed to happen a lot near the school. Of course if Reilly was to be believed, there was vast subterranean complex chock full of all the beasts and demons normally drawn to the hellmouth. Finding one that could make his Spider-sense go all overdrive was an iffy thing.

If that wasn't bad enough, there was Cassie, the coffees, lunches, and inviting out to group activities during which he had to save her life from supernatural threats had apparently left her thinking they should be dating. Xander had no problem with this idea in theory, but even he was all too familiar with the life cycle of Scooby relationships. His web-slinging seemed to only complicate matters. Still she made no heavy demands on his time ... but her reasonable behaviour just made Xander feel even more guilty every time he had to ditch her to deal with some crisis.

He kept hoping something would break, that they would get a clue or hint or something when one night he got a clue ... a big, big clue, as to what they were up against.

* * *

Xander was on his nightly patrol when police sirens caught his attention. The sirens led him to a slaughterhouse, dozens of bodies in a house with the military guys controlling the site. Spider-man used a vent to gain access to the building. He saw Connors creeping around doing some kind of test so he waited until the man was on his own before descending on the web-line. He had developed a sadistic thrill in creeping up on people in this way.

"Doc, what going on?" he said to Connors who reacted as if he was going to die of heart failure.

"More bodies, dead demons and not shot though the head like the ones at that Willie's Bar place."

"Wait, what? Willie's Bar?"

"About two-dozen demons where found shot to death there." Connors explained, "The only one to survive was the owner who left town as soon as he was able. He seemed scared he claimed it was a masked woman who gunned them all down."

"So the person who did that wasn't here?" Spider-man asked, "How do you know?"

"The absence of shell casings for one. The Bar looked like a war zone this is just a charnel house. No obvious signs of method aside from some bruising at the head and neck like they were being held forcefully then there is the condition of the bodies they've been drained."

"Like a vampire?"

"No, like fruit left in the sun too long -shrunken and desiccated."

Spider-man looked at him. Connors had apparently been a teacher long enough he could read from body language alone when he had said something that went over a students head.

"You ever drain a drinking box and then keep sucking till the box collapsed?"

"Holy crap you mean someone did that to a demon?"

"To demons, humans, there are even some small animal carcasses. The carnage mirrors what was left behind at the containment facility."

"Facility?"

"The Initiative keeps a secret base under UC Sunnydale. The day of the accident in Poor Otto's lab, I was called down there to supervise a cleanup and investigation. The power loss that destroyed Otto's machine was caused by power surges from the facility's containment being breached by something the demons we captured are calling a Morlun."

"A morlun?" Spider-man asked.

"I don't know who it is, but the fear in the creatures' voices while they died is enough to tell me WHAT it is. A morlun seems to be some kind of dangerous universal predator -like a shark."

"...Like a shark expect on land...and kills demons?" Spider-man asked.

"From its pattern, I would surmise it PREFERS demons but will hunt and kill anything it can get it's hands on."

* * *

The news that some dangerous demon was loose in Sunnydale did not sit well with Buffy who voted for immediate search and destroy. Giles checked the record and yes there was such a thing as a morlun.

"They were thought to be extinct or very rare." The Watcher explained, "They consume the essence of Demons and other living beings. Usually feeding off their aura. They prefer demonic but anything...including human will do."

"Great any other good news?" Xander sighed.

"they are fiercely territorial, morlun usually only need to feed occasionally. If this one has gone on a spree it means this one is either nearing the end of it's life cycle or even worse is preparing to mate and conceive."

"Bottom line it Giles, lots of baby morlun ...how bad is bad going to be?"

"There will only be one baby that baby will grow within its mother and consume and kill her, emerging as an adult who will then have the memories of both parents."

"What happens to Daddy - as if I couldn't guess."Xander sighed bitterly.

"The father's body is used for raw materials to create the fetus while the spiritual energy is used to ... i guess teach the child in utero would be the best way to describe it."

"OK Giles Xander and I have got this. We'll put the search for Otto on the back burner and find the morlun-thingy."

"Morlun feed on demon essence Buffy not unlike the source of your abilities. Xander is channeling the power of one of the old Gods. You both will be in more danger then anyone else.

"Well the good news is it won't be hard to find." Xander mused as he looked at the monstrous drawing in the page.

Giles snatched the picture away from him in annoyance. "Xander that is based on records dating back thousands of years like most demons they have bred to adapt and thrive in their environment."

"Meaning it looks human - Great, how do we catch it if it looks like us."

"I'm not sure, and since they are predators they have adapted to hunting demons and the like. They can alter their aura to conceal themselves. "

* * *

Xander met Cassie for coffee later that day... the buzz-saw feeling came back once or twice but it had calmed by the time Cassie arrived excitedly talking about her latest assignment.

"Cassie, can we talk a sec, Hun I need you to stick close to home for a few."

"Why what's wrong?"

"You know me and guys we get into some dangerous stuff...well the dangerous stuff is getting really dangerous and I don't want you getting hurt."

"OH aren't you sweet you worried about me. Is this a sign that the ever indecisive Xander Harris is ready to commit to calling us a couple."

"look I know I have been a little scattered brained but with all the crazy in my life you have to admit dating can be a sketchy prospect I mean you never know when some demon from hell is going to show up."

"Hopefully not before we do this." Cassie smirked as she leaned in and kissed him on the mouth. Xander felt weak in the knees. Suddenly he felt that buzzsaw-like sensation tearing though his skull. He tried to focus past the pain - tried to find the source of the danger, but all he could feel was that deep down rear brain need to run and hide and cower safe from a dangerous predator. He pulled away from Cassie.

Suddenly Buffy and Willow showed up. "Something tried attacking one of the teachers it was described as a big dog."

"Crap, it's Oz. It has to be."

Xander you cover the east end of town I'll cover the rest."

Xander, I want to help." Cassie insisted.

"Sorry Cassie, this is too dangerous." Xander said resolutely.

"I'll take her back to campus. Tara's dropping off my assignment for Connors then she can help us track Oz ...our way."

* * *

Spider-man hunted along the East side of the city. Web slinging from one building to the next trying to filter though the sensations his Spider-sense was feeding him to find Oz.

"Come On Spider-sense don't fail me now." he pleaded as he landed on a building overlooking the school.

Suddenly he saw Connors making for his car when a wolf-like shape came bounding out of the shadows. Landing on him, pinning him to the ground.

Spider-man dropped out of the sky landing on the werewolf the creature slashed at him but backed away sniffing at the air before howling and bounding away.

"What was that?" Connors asked.

"Werewolf, why'd he drop you?" Spider-man asked "it's like he was tracking something ... something you were near to... was Willow with you?"

"Earlier but she had to leave. Her roommate Ms Maclay was just dropping off her assignment with me."

"Tara?" Spider man jumped to a roof following the lycan as best he could. "Buffy I got Oz he's following Tara." he shouted into his mobile.

"Damn keep on him I'll be over there as fast as I can." Buffy answered.

* * *

Tara was running as fast as she could. When the monster had found and jumped at her, she'd escaped and was now fleeing for her life by climbing the Stevenson Hall back stairs to the roof with the were beast in hot pursuit.

She used magic to open any locked door in her way, sealing them again when she could. The beast would just barrel though any door splintering it. Tara had no doubt she would be the next thing to splinter if it got its claws on her.

She burst though the roof access to find herself trapped. The school was doing construction to add more floors to the popular Stevenson building and there was superstructure around them. She back away from the door even as the werewolf smashed it's way through the door and began stalking her across the roof. The beast was getting closer as she was backing toward the roof edge when she heard a rebel yell and the beast was tackled by Spider-man. Beast and webslinger began trading blows across the roof.

"Listen to me Oz, Willow was alone she felt abandoned by everyone Tara was there when she needed someone if you want to blame someone blame me I should have paid more attention. She was my friend and she couldn't tell me what was going on."

Tara didn't know what was more shocking, that the beast attacking her was really Oz or that judging by his words, Spider-man's real identity was Xander Harris.

The werewolf slashed at Spider-man who dodged around his blows with unnatural speed. But then Oz got a lucky blow in that staggered Spider-man leaving him unable to respond quick enough when Oz grabbed him and hurled him into the scaffolding causing it to collapse. Spider-man pulled himself up, glancing over, he saw Tara teetering at the edge of the roof. Summoning all his strength he laid an explosive uppercut across Oz's bestial jaw. The werebeast was knocked clear across the roof to land sprawled on the rooftop.

Spider-man dived to the roof edge grabbing for Tara but he missed. Jumping out, he grabbed her flailing hand, shooting a web line that attached him to the rickety scaffolding. He was now trapped. With Tara in one hand and his web line anchor in the other, he could do nothing as he saw Oz stalking toward them both. Then he looked down and saw a masked figure coming out of the shadows raising a weapon.

"Humanity and Justice are served." the figure called out while sighting down the barrel of a weapon that seemed to pointed right at him.

Xander's spider-sense was screaming warnings at him when a shot rang out taking Oz in the shoulder and forcing him away from the dangling hero. Oz howled in pain even as the figure fired again and again.

Suddenly Buffy was there pulling Oz away from the roof edge. The Slayer dragged the huge scaffolding across the roof to bring Xander close enough to the building he could latch on to it and carry Tara to safety.

"Who was the chick with the gun?" Buffy asked as he regained the rooftop.

"Beats me, she had me dead to rights but shot at Oz instead."

"Good thing to. But still if Oz was following Tara then why has there been reports of wolf sightings across the city." Buffy bent to Oz and leaning over him sniffed at him. "He has old blood in him very old blood."

"Can I get an Oh crap from the pews." Xander sighed.

"Old blood what does that mean?" Tara asked.

"A while back an old lycan who wanted Oz on her side dosed a bunch of people with lycan blood we found out you can cause a were beast to transform randomly or drive a regular person insane."

Tara nodded "I think I can help." She knelt next to Oz and placed her hand on the creature's brow. "Goddess of the hunt one of your children lies before you. Aid me as I drive out the tainted blood that made his rage." her hands glowed and reddish cloud swirled around Oz before dispersing into the air.

Oz opened his eyes. "What happened did I?..." he whispered.

"I'm fine Oz," Tara smiled gently," the lycan blood caused you to change and then you scented Willow on me and that really set you off."

"I guess you hate me now?" misery was thick in Oz voice.

Tara shook her head, "You're off my Christmas card list but being crazy in love with Willow ...that I get."

"I'm glad she has you, " Oz smiled, "maybe when I have the beast under control..."

"Well if your wanting control, you might want to lay off the lycan blood for a start." Tara joked.

Oz blinked, "Lycan blood? why would I use that stuff?" He asked, he seemed genuinely mystified

"You had it in your system," Buffy explained harshly, "I think that's what made you go postal."

"I don't remember drinking anything like that unless ... Veruca." Oz hissed, "We kissed it tasted different like ... blood."

"Clever girl bite the inside of her mouth or tongue and then let you get a taste of the good stuff when your making out."

"She has total control of the beast, she can change when she wants. That's why I hooked up with her, I wanted her to teach me."

"Looks like she decided to give you a lesson alright." Xander sighed.

"Where is she Oz? You got any idea?"

I do " Xander answered, "She's after Willow she wanted us distracted so she would have a clear run at her."

The trio raced across campus with Xander taking the express route of bursting though a window to find...Cassie draining Veruca the werewolf was a dried out husk when Cassie finally let the body drop to the floor.

"You know the best thing about living in Sunnydale," Cassie sighed while smacking her lips, "You guys have the tastiest demons."


	17. The Doctor is Out of control

_Finding out your girlfriend is a dangerous demon is bad ...finding out she is a dangerous demon and that she still wants to date you ... well that is just weird. Cassie didn't want to kill me out of any spite. it was just a function of her biology she was driven to mate and wanted to mate with the most desirable male ... in a weird way it was compliment. I might even have been less stressed about the whole thing except that morlun are territorial demons, and Cassie made it clear that she would take any attempt to frustrate the mating process once it had begun as a challenge ...which she would respond to with lethal force. I found out just how much force when I tried stopping her. She just gave ne a backhand that felt like I was being punched by the The Hulk. Important little hinterland factoid Joyce, never attack a morlun just after it has fed. As powerful as they presumably are they are even stronger right after a meal. _

_Seeing as Cassie was willing to take a raincheck on the killing Spider-man thing, fate saw fit to force us to pay attention to someone who's need to see us dead was a much more pressing concern._

* * *

ADAM approached Octavius from behind. The deformed scientist was watching casually as his four tentacles set up and positioned larger versions of the projectors he had been using for his D-beam. One of his arms seemed to look at ADAM before returning to its work.

ADAM was hardly surprised when the Otto remarked, "What do you want ADAM, I'm at a critical juncture in the projector adjustments and I still need replacements for the crystals I use to focus and power the beams."

"I have found you your replacements. A news item, has appeared that should interest you." One of the arms darted over to the bank of computers and formed digits which rapidly typed at the keyboard bringing up a TV screen.

"… An excellent opportunity for those in LA." A pretty talking head gushed.

"Absolutely Patti..." an off screen voice agreed "Now what kind of security arrangements are in place for the Jewels trip back to their homeland?"

"Well I was informed that the Jewelry Collection will be under the protection of the world famous Wild Pack lead by Mercenary and Bounty Huntress, Silver Sable once the Jewels arrive in LA. "

"Have you seen the jewels yourself

"I was allowed a supervised glimpse of the collection and I have to say it is quite amazing. The centerpiece of the collection is easily the four Elements. Four Perfect diamonds whose natural colors echo the themes of Earth Wind Fire and Water."

"Well there you have it folks, a recently unearthed glimpse of our Mayor Richard Wilkins, who's private collection yielded an extraordinary discovery recently as investigators continue their search for the missing and presumed…" the monitor screen clicked off.

"Interesting." the Doctor mused

_"__**Father, mother often spoke of such stones, she said that the songs they sing make stronger any attempt o summon great powers. No doubt this Wilkins used them for some grand scheme**__." _

"I'm not some common thief," Octavious snapped.

"But you are in a hurry, the time needed to produce jewels of the size and shape you require is prohibitive. Here there are four jewels ripe for the taking and we know that the security until Los Angeles will be easily dealt with."

"You know about this Wild Pack?"

"I have access to files and believe me doctor, if we can obtain the diamonds before Silver Sable and The Wild Pack have them, then we should."

"Which means stealing them from the vault at the Sunnydale Police Department."

"Sunnydale Federal Reserve, actually. It seems the insurance company was reluctant to entrust a collection of this value to the local yokel police." ADAM smiled, "Locked doors do not an obstacle make dear Doctor."

* * *

_Joyce was pressing her argument in Xander's mind. She had known the risks and hardly blamed either him or her daughter for their outcome._

_"Fine Joyce you want to say that what happened to you wasn't my fault, then explain to me what on earth made you think that you should stand up to Doctor Octopus."_

* * *

"So tell me again why I'm here?" Xander whispered to Willow as they walked behind mother and daughter Summers.

"...Because Buffy and I don't want you sitting around moping about the whole Cassandra thing."

"Willis, a beautiful and attractive woman wants to have a child, my child."

"In the process of which, you die, then she'll die I'm not really seeing any kind of a win-win there."

"Well I have no idea how to stop her from killing me and since she seems content with putting that whole discussion on hold until her body is ready for the old-mating-dance thing, I don't see the point in worrying about it."

"Xander she's powerful maybe even more powerful then you are now."

"You forgot that she hits harder then anyone has ever hit me before. ...And she has also been clear that if You or Buffy interfere. She'll take it as a challenge and slaughter you both without a second thought. How I'm going to stop her I don't know but until she decides to kill me - I'm fine."

Joyce was for her part complaining about the lack of Mommy - Daughter time "I haven't spent much time with you since you started school again."

"For good reason, Mom I'm trying to be a better student now."

"Buffy… hanging out with me for one day isn't going to tank your grades - unless there is something I should know?"

"Professor Walsh is always talking about how much she looks forward to seeing Buffy's work " Willow said quickly

Xander for his part was wondering why his spider-sense was going off the charts. The bank was filled with normal daily traffic including some guy in a trench coat and dark hat…ah that was it, no doubt some robber about to do robbery type stuff. Well, just his bad luck that Spidey is in the house.

Xander tapped Willow "Get them out of here, big bad is going down."

Willow scanned the bank. "Is it Cassie?"

"No I think is a good old fashioned bank robbery just like mom used to make." Xander answered as he pulled open his shirt to reveal his uniform. he then ducked out of sight.

Suddenly a rent a cop with instincts too good for his own safety decided that the guy in the dark coat needing a talking to. He approached him "sir if I could ask you to hold on a second."

"Actually son I'm in kind of a hurry." Otto snapped and one of his arms streaked out from under the coat and bashed into the guard sending him to the floor.

The arms lifted Otto over the counter and he shoved desks out of his way as he marched to the vault.

Willow squeaked out a scream "Uncle Otto "

Otto reached out with the tentacles which fastened on the vault door, tearing it from its hinges. Otto thoughtlessly tossed the door causally to the side narrowly missing Willow.

He walked into the vault his arms opening drawers at random searching them and closing them finally one opened a drawer to find the briefcase with the four Elements inside.

"Yes my children bring the diamonds to me." Then one of the arms turned to "see" Spider-man lowering himself on a web line.

"You " Otto growled with venom in his voice.

Spider-man was surprised to see Otto standing there apparently knocking over a bank. "Hey Doc, I know bank lies can be a bitch but isn't this a bit over the top?"

"No THIS is... " the deranged doctor snapped as two arms ripped drawers out of the wall hurling them at the wall crawler who dodged the first and pulled the second out of the air with a well placed webline. His Spider Sense barely signaled to warn him of the oncoming moneybags as the devious Doctor used several he grabbed at random to batter and bash at the web-slinger.

"You are out of control..." Xander yelled at Otto who laughed at his words.

"On the contrary my web-slinging friend, I'm in total control watch " Doc reached out with several arms snagging guns from the unconscious guard and wielding them to great effect Spider-man found himself dodging gunfire that came from every direction.

Finally he landed on a desk, using it as an anchor to pull the guns from Otto's wildly swinging tentacles. The remaining arms dropped their weapons and pulled on the weblines slamming Spider-man around the room.

The dazed spider was helpless as tentacles grabbed him, slamming to the ceiling. Otto's remaining arms raised The doctor up to look more closely at his foe. "Because of your interference my precious is gone, what can I take from you I wonder that would balance that scale, maybe your life?"

"Definitely not those diamonds." Spidey grunted and kicked out at Otto's hand, causing him to drop the briefcase that slid across the floor.

Otto released the web head with one arm and reached down for the case, Spider-man fired webbing at Otto's face, blinding him.

The Scientist screamed in frustration while his tentacles quested across the floor for the case. A well-placed web shot pushed the case into the Willow's waiting hand. Otto looked up and saw Buffy running toward him with Axe in hand. Strangely his niece was at her side.

"Why must everyone interfere in my business? " he shrieked, tossing chairs and anything else his arms could grab at the slayer who hopped over some, ducked around others, and used her axe to bat the rest our of her way. Willow wasn't so lucky as one of the chairs knocked her down causing her to lose her grip on the briefcase.

Slipping out of the grasping arms of his captor, Spider man dodged across the ceiling to fire webs trying to snag the case, "we are trying to keep you from making a mistake."

"Me trying to kill you is not an error you cretin." grabbing Buffy and then the axe in her hands. He threw her to the side with contempt. " I'll take this young lady."

Wielding the axe he took swipes at Spidey who dodged them but since Otto could quickly toss the axe from one arm to another as well as use the arms to harass and chase him around the room, he was having trouble.

At one point Willow saw Xander slam his head into the ceiling post and then shout at no one in particular. "I know I'm in danger thank you." Then he saw the axe streaking toward his head and dropped to the ground as it lodged in the ceiling post he had been clinging to.

Otto looked around for his case and found it was gone. He looked around the room both with his own eyes and with the arms and saw Joyce Summers scrambling for the exit, the briefcase clutched in her grasp. With a roar of rage, he went after her, Spider-man and Buffy hot on his heels.

Outside people scrambled to get out of the way of the mad scientist as he picked up pedestrians hurling them out of his way as his arms carried him down the street after the fleeing mother. Joyce fled down the street to where she'd parked the car diving inside; she revved the engine to life.

"Give me back my diamonds woman." Otto screamed at her. Joyce had no idea who this maniac was, but if Buffy was trying to keep him away from the case then she was going to do what she could to help. Of course, she reflected as she watched said maniac come down the street tossing things out of his way to get to her, that idea had worked a lot better in her head then it did right then.

She threw the car into reverse and expected it to start moving but it wasn't the engine raced and grinded but the car didn't move forward or backwards, instead it went up…and up.

"You, my little miss, are trying my patience. " Otto said casually.

"Let her go Otto." Spidey shouted as he and Buffy caught up with the fleeing doctor

"If you hurt that woman…" Buffy growled.

"…Then stay right where you are the both of you. I don't know how strong I am, but I'm willing to bet that dropping the car from this height won't do her much good."

With both Buffy and Spidey holding back, Otto's arms balanced the car, smashing through the driver's side window to grab for the case when Joyce latched on the case, the arm ripped the door off its hinges causing the suburban mom to scream.

Buffy could hold back no longer and raced forward, Otto catching sight of her movement, instinctively lashed out with the arm holding the case, forgetting perhaps that Joyce was still clutching to it.

Joyce cried out in terror as Otto used her body to bash at The Slayer, sending both women thudding to the ground. Xander darted forward to stand over top of the fallen women. Otto brought the bulk of the small car crashing down on the Wall Crawler, the weight and momentum of the blow causing his feet to stab into the street.

Otto laughed cruelly and brought the car around again in a second blow that sent Xander crashing into a boutique display window followed by the car, which landed on top of him.

Spidey fought passing out "Can't pass out, Buffy needs me …Joyce needs me." he groaned at himself as he fought his way back to his feet stumbling out to the street where Buffy was trying to wake Joyce who was lying still …very, very still.

* * *

The emergency room doctor came out in the hall and smiled sadly at Buffy.

"The good news is your mother is out of danger for now. Her injuries were serious but not too severe. There was bleeding which we stopped. At this point, it is up to her body, we've done all we can."

Buffy nodded, Willow embraced her. "I'm sorry, hun if there is anything I can do."

Buffy snapped "yes there is, Xander are you good to go yet?"

"I'll need a night of rest, after that…"

"Good, tomorrow we start the hunt for Doctor Octopus."

"Wait a minute Buffy." Willow asked nervously seeing an all too familiar gleam in Buffy's eye. "I thought we were trying to cure him. Its not his fault, its those arms it has to be "

"My mother is in the hospital Willow, Doc Ock put her there. I want his ass and I want it bad."

Willow startled but spoke her mind "He needs our help, if we could get the arms off him then he would be fine again…"

"I don't care." Buffy snapped.

"Why? Cause its not Angel," Willow argued coldly, "if this was because of Angelus, you'd be falling all over yourself to make excuses for him."

"Not after he put you in the hospital and killed Jenny, Then I was gunning for him, just like I want Doc Ock now."

"His name is Otto Octavius, and before his accident…"

"So my mother's life means nothing." Buffy asked angrily.

"I didn't say that it's just that …Xander help me."

"I can't Willis, not this time. Doc oc…Uncle Otto isn't the man we knew anymore, he's become obsessed and dangerous and in case the battle passed you by unnoticed he wants Spider-man dead in the worst way."

"I'd… we can find a way..."

"…To heal him yeah, honey, do you have a spell that will work right now. If he showed up here right now, could you get those things off him? Because, if he was here right now, our lives would be in danger, and I'm sorry, I'm not holding back not anymore."

"He treated you like family…"

"You are family and he threw a vault door at you. More people then Joyce could be hurt if we don't stop him and soon."

"We can find a way to do that without hurting him I'm sure of it…"

"…Are you really that confident, because I'm not. Not before it's too late."

"What do you mean?"

"Basic hero detective work 101 Will, the diamonds he took from the vault. Combined together they would power that machine of his, he has found a place to rebuild the D-beam. That means he's planning on cutting another hole in space-time and from the size of the stones that were in the vault it will be a much bigger hole this time."

"Aunt Rosie, Someone has talked him into trying again."

"Either he thinks he can rescue her or else …" Buffy realized

"...Our enemy, someone has been pulling strings from the shadows, the government guys, Walsh's disappearance, the demon vigilantes, Now Otto rebuilding his machine."

"Someone is messing with us and if I get my hands on them." Buffy snarled "Nobody messes with my family and my town and gets back a working set of limbs."

"For once, I'm starting to think you've got the right idea." Xander said grimly.

* * *

_We were being played Joyce but we all just assumed it was this year's model of big bad. Once we had a handle on the big plan, whatever it was, we'd make with the busting of the bad guys. I forgot that long before weird demons and monsters hatched evil plots that made my high school a literal hell, fate had set the high bar for screwing us around. No matter how dangerous the demons and vampires and monster and mayors got - fate could still hurt us way worse then anything unnatural ever could. _

* * *

Tara had just left Stevenson Hall , she had heard about Buffy's mother and was hoping there was something she could do for her new friends. She was going to meet Willow. when a shadow moved to halt her progress. "Tara, what are you doing here, why are you helping those…people." the masked woman said

Tara recognized the voice beneath the ornate golden mask, "I'm going to school here, trying to make a life for myself, what are you doing here?"

The Masked Woman hissed, "I warned you about Sunnydale, about the things that people say about it."

"It's a place a town, there is good and there is bad like everywhere else."

"What are you doing with …those people." The masked woman barely hid her disgust "they know too much, are too involved."

"Willow is …my friend and the rest, they try and protect people when they can."

"Really, I saw one of them, the girl, The Slayer, do you know what a Slayer is."

"Buffy tries and helps"

"The Slayer is a girl chosen and empowered with magic. Magic Tara, magic just like the kind that destroyed our family "

"Magic didn't destroy us Becca, Mom died, Father and his fanatical beliefs destroyed our family."

"Mother destroyed us. And you abandoned us. You think becoming more like her will bring her back. Her and all her filthy kind are a blight on the world, they make the world black and sick. They give the darkness the power to harm the truly innocent."

"What happened to you wasn't mom's fault." Tara tried to explain. "She tried to stop…"

The masked woman cut her off harshly. "But she didn't stop it did she, and because she didn't stop our family was punished for harboring that evil in our home and our lives." she stepped forward tearing the mask from her face. "They mutilated me, Tara." She snarled. Her features were perfectly ... almost hideously smooth, free of any of the contours, flaws or shapes that made a normal human face.

Tara remembered the face that had been taken from her sister. A pretty face, the face of a model. That was all gone now, no plump of cheeks, no delicate eye lashes over her oddly yellow colored eyes, and no full lips to fill out the straight line that was her mouth.

"Mom would have helped you if she could have…" Tara said pleadingly

Her sister gave a harsh bark of laughter, "You can't see how much the dark magic has already warped you, changed you, made you …twisted." She sneered, "But I'll fix that. Believe me Tara What I do for the Scourge is as much for you as it is the free the world of the curse of magic."

"I had to get away from that town, I've learned so much since then."

"So have I Tara, I've learned that magic is an infection, a sickness that poisons a world that belongs to human beings."

"Please, Rebecca listen to me."

"Don't call me that," Becca snapped, "you barely acknowledge your family anymore but if I have to accpet what you've done to yourself the least you can do is accept who i've become. Rebecca Maclay is gone, they call me Lady Scourge now.

"Why did you have to take the mask Becca, the Scourge, what they do is wrong, they hunt and kill indiscriminately and without mercy."

"We …protect the humans that inherited this world. It's ours Tara, it belongs to us. Not demons or monsters or mages it belongs to human beings. We should protect it, not a whining Barbie doll and her loser friends. Did you know that Slayers are infected with the darkness they are meant to be fighting how can that be right?"

Tara saw there would be no reasoning with her sibling. "So, are you going to kill me. That's what the Scourge do to witches."

"Eventually Tara, you are going to see as I have. You've been tricked. All magic is bad, all demons are evil and all you are doing is putting innocents in harms way. Tell your friend, If she gets in our way again, I'll take her down in the name of justice and humanity."

"So your just going to keep killing, You know one of them saved me, Spider-man."

"I've heard conflicting stories and reports about this Spider-man. I don't trust him either but know this Tara, enemies of humanity will not be tolerated, tell your friends to distance themselves from the Spider-man. He isn't human and anything inhuman is evil and evil will be dealt with, am I making myself clear." She spun on her heel and marched away vanishing eventually into the shadows

"Yes sister, crystal clear." Tara whispered miserably


End file.
